Although the left flank retroperitoneal incision is a useful approach for many patients undergoing major aortic reconstruction for aneurysmal and occlusive disease, it has been associated with weakening of the flank muscles, resulting in bulges varying from slight asymmetry to huge hernias. The purpose of this study was to determine if the incidence of this complication correlated with identifiable preoperative or intraoperative factors. Fifty consecutive patients undergoing aortic reconstruction via the retroperitoneal approach were followed for 1 year postoperatively for evidence of disfiguring bulges. Bulges were scored as follows: normal/mild, <1-inch protrusion; moderate, protrusion 1-2 inches; severe, protrusion >2 inches and/or pain or true herniation. Preoperatively, patients were administered a questionnaire to elicit demographic and comorbidity data. Fifty-six percent of patients developed a bulge at 1 year. In 43% of these, the bulge was deemed mild and in 54% moderate. One patient developed a severe bulge. Among preoperative comorbidities, no statistically significant correlations were found on bivariate analysis. However, likelihood ratios for bulge development of 5.5 for renal disease and 3.1 for cancer were demonstrated. Conversely, peripheral vascular disease had a likelihood ratio of 0.21 for bulge formation and emphysema, 0.28. On logistic analysis, incision >15 cm and body mass index (BMI) >23 mg/kg(2) were found to correlate strongly with bulge formation (p=0.003, odds ratio=9.1, and p=0.018, odds ratio=16.9, respectively). Together, these yielded a pseudo r (2) of 0.32. BMI >23 mg/kg(2 )was found to yield the greatest explanatory power. These same two variables were found to correlate with severity of bulge: p=0.02 for incision>5 cm and p=0.006 for BMI >23. Of note, gender, age, and extension of the incision into the interspace were not significant on logistic analysis. Preoperatively, surgeons should warn obese patients and those requiring large incisions for extensive disease of their increased risk for poor healing. Intraoperatively, surgeons should aim to minimize incision length.