Lipomembranous changes are distinctive histopathological findings, which include the presence of cystic cavities lined by crenulated, hyaline membranes in adipose tissue. It is likely that ischaemia is fundamental to the development of these lesions, and that lipomembranes are formed from the products of degenerating fat cell membranes by some unknown mechanism. Such changes may be seen, although rarely, in many types of subcutaneous inflammatory processes. However, an association with systemic lupus erythematosus (SLE) is rare. We report a patient with SLE who had the histological features of lipomembranous changes associated with vasculopathy.