We report a case of a 44-year old female who presented to her physician complaining of mild dyspnea. A follow-up chest X-ray and chest computed tomography scan revealed a giant bilateral intrathoracic mass, filling the right thoracic cavity and extending across the anterior mediastinum into the left chest cavity. This large mass caused a marked shift in the midline structures, displacing the heart to the left hemi-thorax. The patient underwent surgical removal of the thoracic and breast mass, with histologic examination confirming the diagnosis of a giant intrathoracic lipoma, weighing 4,320 grams and measured 34 x 28 x 11 cm. It is the largest intrathoracic lipoma documented in the modern literature.