We had a 67-year-old lady who presented with 2-week history of shortness of breath and dry cough. Her past medical history includes dense left sided hemiplegia from previous stroke, hemiarthroplasty for fracture neck of femur, hypertension and osteoporosis. She had a large goitre for many years without any recent change in size of the goitre and there was no history of dysphagia. She had a large goitre with engorged neck veins, but no palpable lymph nodes. Her Chest X-ray showed large retrosternal goitre with tracheal deviation. Her FT4 was 24.4 pmol/L with TSH of 0.12 U/L. She developed stridor immediately after admission and an urgent CT scan of the neck revealed a large retrosternal goitre arising from left lobe of the thyroid, causing tracheal deviation to the right, with narrowing of the trachea to transverse diameter of only 3 mm. She was treated with high dose steroids with some improvement in her breathing. She was transferred to regional tertiary care endocrine unit for definitive treatment. It was felt that total thyroidectomy would be preferable for speed of alleviation of the tracheal compression as well as avoiding a potential increased tracheal compression due to oedema, secondary to radioactive iodine. A total thyroidectomy was done with an uneventful course and repeat CT scan showed good resolution of tracheal narrowing and deviation. The histology of the thyroid showed 21 mm follicular variant papillary thyroid carcinoma, within the right lobe, which was the smaller of the 2 thyroid lobes. She had radioiodine ablation therapy subsequently and remained well. Tracheal compression due to retrosternal extension should be considered in differential diagnosis of respiratory symptoms in patients with history of goitre. Even with significant co-morbidities, surgery may be considered, as this is the only hope of rapid relief of severe tracheal compression in most cases.