Menetrier' s disease is a rare disease characterized by giant gastric rugae, and is frequently associated with hypoproteinemia and gastric cancer. Since 1888 when Menetrier first described "polyadenomes en nappe", more than 300 cases have been reported. Among them, about 30 cases have been found with gastric carcinoma. However, whether Menetrier' s disease develop into malignant tumor or no is still controversial. A 56-year-old man presented with epigastric discomfort and pain, and weigh loss. Gastrofiberscopic examination revealed two adenomatous polyps with moderate dysplasia in antrum and extremely thickened mucosal folds in fundus and body, especially along the greater curvature. He was diagnosed as Menetrier' s disease with highly malignant potential and was treated with H2 blocker, antacids and albumin replacement after subtotal gastrectomy. The patients who have Menetrier' s disease are at the increased risk of gastric cancer, should have regular endoscopic follow up with gastric biopsy. (Kor J Gastroenterol 1999;33:282 - 286)