A 22-year-old pinto mixed breed mare was admitted for evaluation of severe colic signs and gastric reflux. Multiple nonpainful, variably sized hard masses were palpated in the subcutis over the thorax, abdomen, and hindquarters of the horse. The mare was diagnosed with sterile peritonitis and had systemically high gamma-glutamyltransferase, amylase, and lipase. Three days into treatment she became febrile with signs of persistent and mild abdominal discomfort; euthanasia was elected. Necropsy revealed peripancreatitis, pancreatic fibrosis, abdominal steatitis and panniculitis. Panniculitis associated with peripancreatitis has been described in humans and dogs but not in horses. Pathogenic models for this entity are discussed.