A 62-year-old woman experienced a continuous series of subcutaneous masses of the arms, buttocks, and legs which had resisted treatment for over 15 years. On the arms and buttocks the lesions were nonerythematous and asymptomatic, but those on the lower leg were at times tender and erythematous. The nodules, which proved on biopsy to be nodular, nonsuppurative panniculitis, slowly receded without residual skin changes as new ones appeared. Bacterial hypersensitivity may have played a role in their pathogenesis since fibrin microclot induction tests showed a marked sensitivity to gram-negative bacteria. Although there was never any clinical, serologic or histologic evidence of lupus, the lesions completely disappeared as a result of long-term low-dose chloroquine treatment.