Radiographs and CT scans of a 45-year-old male with progressive enlargement of his right upper limb and shoulder are presented. Extensive soft-tissue hypertrophy with linear radiolucent bands (fat) limited to the lateral aspect of the limb were seen. Exostoses-like bony overgrowth were also seen along interphalangeal joints. At CT, hypertrophic adipose tissue intermingling with muscle fibers was demonstrated, a diagnostic finding distinguishing the lesion from plexiform neurofibrolipomatosis, Klippel-Trenaunay syndrome and other angiomatous lesions.