Sixty-nine women presenting for rehabilitation treatment for upper extremity lymphedema (UEL) were assessed by physical examination and validated self-report assessment instruments measuring demographics, psychological distress, sexual functioning, social support, coping style, pain and functional status. Statistical analyses revealed that women with UEL had high levels of psychological distress, and high levels of sexual, functional and social dysfunction. There were no linear relationships between severity of UEL and levels of distress. Women with UEL in their dominant hand, however, had more distress and less overall sexual satisfaction than those with UEL in their non-dominant limb. Women with pain of any intensity were the most distressed, and had the most significant difficulties in psychological and physical functioning. Women with pain also perceived significantly less interpersonal support than those without pain. Virtually none were receiving pain treatment. An avoidant coping style and low perceived social support were significant correlates of psychological distress. UEL poses significant functional, social and sexual functioning problems in women following breast cancer treatment. An assessment of pain, as well as social support and coping, might help identify those in need of consultation by psychiatry and pain specialists. Patients may also benefit from psychological support and sexual therapy in addition to physical rehabilitation. A psycho-educational and support group within the clinic may prevent the worsening of UEL through the adoption of preventive strategies, maximizing compliance with rehabilitative efforts, augmenting better coping methods through group support, decreasing isolation that accompanies the condition, and facilitating the identification of patients in need of formal consultation.