The fat overload syndrome developed in a 7-year-old girl who was on home TPN which included 20% Intralipid (total lipid dose 3.2 g/kg/d). Acute respiratory insufficiency developed with cough, dyspnea, tachypnea, and cyanosis. The chest x-ray revealed mild cardiomegaly and pulmonary edema. Blood gases showed profound hypoxia (PaO2 29 torr on room air). Spontaneous resolution occurred over the next seven days as the lipemia cleared.