A 57 year old black male presented with a chief complaint of eye swelling for the last three years. He had been diagnosed with hyperthyroidism and had received three decompressive surgeries Clinical findings included limitation of up and down gaze, exophalmometry readings with a base of 112 were 30 1/2 mm OD and 31 m OS, and profound protosis with fat prolapse. Subsequent thyroid testing revealed euthyroid and computed tomography scan revealed orbital lymphoma. This very unusual presentation of orbital lymphoma mimicked Graves disease so closely that the true cause was overlooked. This case highlights the need to include space occupying lesions in the differential diagnosis of proptosis and gaze restrictions. The disease process and controversial management strategies will be discussed.