CASE PRESENTATION: A 63 year-old male with no past medical history presented with non-exertional dyspnea and mild non-productive cough of 2 weeks duration. Initial exam was pertinent for hypoxemia, decreased breath sounds and end expiratory wheezing in right lung fields, abdominal distension, splenomegaly, and axillary lymphadenopathy. CBC revealed leukocytosis of 196,000/mcL with 86% lymphocytes. Peripheral smear revealed cytoplasmic blebs. CXR and CT of chest showed large right pleural effusion. Thoracentesis removed a total of 4L. The fluid analysis was consistent with an exudative effusion with a nucleated cell count of 36,967/mcL and 89% lymphocytes. Flow cytometry and bone marrow analysis supported a diagnosis of T-PLL. He was started on treatment with alemtuzumab.