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A 40-year-old woman with back pain, an abdominal and a serum CEA level of 200 ng/ml was found to have at laparotomy, a large but resectable mucinous retroperitoneal mass. Pathologic diagnosis revealed cystadenocarcinoma, probably of pancreatic origin. It is remarkable that the cyst fluid contained a CEA level 100,000-fold normal. Serum CEA fell to normal levels in the postoperative period. This suggests that the CEA was of cyst epithelial origin.