Lipohypertrophy (LH) is one expression of the HIV lipodystrophy (HIV-LD) syndrome, which may also include lipoatrophy (LA), hyperlipidemia (HL), and dysglycemia. LH may manifest as truncal or head and neck deposits; accumulation of fat in the dorsocervical (DC) or submandibular (SM) regions can cause significant functional and aesthetic problems. Medical treatment has been ineffective and surgical treatment has been sparsely reported. We present a large series with longitudinal followup of patients treated for LH with ultrasound-assisted liposuction (UAL). METHODS: A retrospective review of 26 pts. who had 28 operations over 2.5 years was performed. All were symptomatic as documented by a standard pain/discomfort (P/D) score 0–10 preoperatively, and all were covered by insurance. Pts. were screened for candidacy with respect to medical status (labs, HIV rx, comorbidities, etc.), degree of dysfunction and physical findings. Two pts had preop CT scans and one patient had a sleep study confirming obstructive apnea. Depending on pt. presentation, procedures included UAL of DC, SM, trapezio-occipital, and mastoid fat deposits. Evaluation of postoperative results included review of pre- and postop photos (“excellent”: >75% decrease in mass, “good”: 25 – 50%, “poor”: <25%decrease), review of medical records, and postop telephone interview documenting discomfort score change, satisfaction level (1-5), and complications or recurrence. RESULTS: All but two patients were male; median age was 47. Median viral load (VL) was <1.7 c/ml (undetectable in 17 pts.), median CD4 was 501, mean chol. 223, mean TGs 339. Other HIV-LD sx (LA,HL) were present in 21/23 pts (91%), diabetes in 2/23 (7%). All patients had been treated with > 3 drug (HAART) therapy; 2 pts. claimed onset of LH prior to HAART. All pts. had DC UAL and 17 also had SM UAL. Presenting measurements of DC mass were recorded in 17 patients, with calculated mean volume 944 cc’s (range 352-2890 cc’s). Mean pre-op P/D score (0-10) was 5.3, decreasing to 3.1 early (2-3mos.) and 2.8 late (>6mos) postop. Mean postop satisfaction score (1-5) was3.8. As judged by surgeons, DC UAL results were 75% excellent, 18% good, 4% poor., with 32% (8/25) late recurrence. SM UAL results were 0% excellent, 29% good, and 71% poor, with 50% (2/4) late recurrence. Major complications (5/28=18%) included pancreatitis, anemia, cellulitis, and repeat surgery; minor complications occurred in 10/28 (36%) cases. Representative photos are presented. CONCLUSIONS: UAL seems to be effective in tx of dorsocervical LH but less effective in anterior LH. The rate of major complications and potential comorbidities associated with dyslipidemia and dysglycemia is of concern, and long-term results (32% late recurrence) may prove disappointing.