In Menetriers disease, the gastric mucasal hypertrophy is so great that the rugae looks like convolutions of the brain. Although this gross appearance is common to all cases of Menetriers disease, either the gastric glandular elements or the superficial epithelial elements may predominate; acid secretion may be high, normal, or low; and hypoproteinemia may or may not be present. There is no consensus about which of these features define the disease. The main abnormality is a remarkable hyperplasia of the mucous surface and foveolar cells, but its pathogenesis and pathophysiology are poorly understood. Menetrier's disease is rarely cited as a cause of hematemesis, although this complication is recognized and should be considered in any case of hematemesis in which rugal hypertrophy is found at gastrofiberscopy or upper gastrointestinal series (UGIS). Recently, we experienced a 37 year old man who presented with massive hematemesis and hypoproteinemia. Menetriers disease was suggested by laboratory findings, gastrofiberoscopy and UGIS. Massive UGI bleeding had repetitively occurred five times in spite of conservative management, so total gastrectomy was performed. The pathologic findings are consistent with those of Menetriess disease such as thickened hyperplastic mucosa of the gastric fundus with characteristic cystic dilatation of the deeper crypts. Thereafter, the patient have recovered in good general condition and UGI bleeding was stopped. We present a rare case of Menetries disease associated with masive UGI bleeding and a brief review of clinical and pathologic pictures and management.