Subcutaneous manifestations of severe acute pancreatitis, including Grey Turner’s sign, Cullen’s sign, and subcutaneous fat necrosis are frequently discussed. The first two signs are seen in less than 3% of patients with severe acute pancreatitis, and subcutaneous fat necrosis is observed even less often. We report a case of severe acute pancreatitis with acute respiratory distress syndrome (ARDS) and subcutaneous fat necrosis .A 32 year-old man suffered from acute abdominal pain and was sent to the emergency room. His serum amylase and lipase were markedly elevated. Abdomen CT revealed acute pancreatitis. The day after admission, chest X/ray showed bilateral pleural effusion and diffuse infiltration in the lung parenchyma. On the tenth hospital day he developed subcutaneous erythematous nodular lesions over bilateral thighs. Pathology showed these were subcutaneous fat necrosis.