The piimary solid tumors of the mesentery and omentum are very rare. A Sixty-year old male with the complaints of epigastric fullness and huge mass on the upper abdomen was admitted to the Dept. of Internal Medicine, Chonnam University Hospital on Aug. 9, 1978.; On physical examination, adult head-sized soft non-tender movable mass was found at the right upper quadrant of the abdomen and epigastrium, the other adult fist-sized non-tender hard mass was palpated at right flank region. Roentgenological findings of the plain abdomen, upper G-I series, small bowel study and I.V.P. revealed that there were large soft tissue mass in right upper abdomen with upward elevation of the stomach and posterolateral displacement of the small intestine and well demarcated calcified round mass density in right flank region. The liver scan was within normal limits. Abdominal sonography showed lobulated echogenic masses with good sound transmission. A huge soft mass on mesentery of the small intestine and small hard mass on the greater omentum were found on abdominal exploration. The masses were rather easily excised. The large mass in mesentery was measured 270x210x100mm in size, about 2700gm in weight, and the other small mass in the omentum 80x60x25mm and about 100gm. The pathologic diagnosis was lipoma of the mesentery and omentum with focal calcification.