Background: Rheumatoid arthritis is the most prevalent chronic inflammatory joint disease. Popliteal cyst may appear during the disease course and with increasing intra - articular pressure is extended down to the posterior involved leg and produce a giant Baker's cyst. Local compression, dissection, or rupture of the cyst may sometime lead to clinical presentation similar to thrombophlebitis.Objective: To investigate the clinical features, predisposing factors, diagnostic techniques, course and management of giant Baker's cyst in patients with rheumatoid arthritis.Methods: In a retrospective cohort study, the charts of patients with rheumatoid arthritis complicated with giant Baker's cyst who were admitted in the rheumatology unit during the last 20 years were investigated. The diagnosis of giant Baker's cyst was based on clinical picture and confirmation of imaging techniques, in cases that the cyst was extended down lower than inferior level of the popliteal fossa. The severity of underlying disease, predisposing factors, course, management and fallow of the patients with reference to their clinic charts were evaluated.Results: 23 patients with rheumatoid arthritis were complicated with giant Baker's cyst. They were 12 female and 11 male patients with the age of 24 to 71 years (mean 48 years). The history of rheumatoid disease when complicated with giant Baker's cyst was one to 20 years (mean 6.8 years). The involved knee was right in 13 and cyst of left knee in 10 patients. Clinical featurs other than underlying disease were pain and tenderness of the involved leg in 8 patients (34.8%) and the symtoms similar to thrombophlebitis in 15 patients (65.2%). Besides usual imaging techniques 7 patients were studied by color dopler sonography, and there was deep vein thrombosis accompanied with giant Baker's cyst in a patient with rheumatoid arthritis. Rupture of the Baker 's cyst was detected in 5 patients (21.7%). Management was generally medical and conservative with satisfactory results.Two patients with recurrence of Baker's cyst and signs of rupture of the cyst underwent surgical cystectomy along with synovectomy of the involved knee joint.Conclusion: Popliteal cyst in patients with rheumatoid arthritis should be specially considered and preventive and conservative management should be perform befor its extention to a giant Baker 's cyst and complication with local compression, rupture, and pseudothrombophlebitis syndrome.