A seven-year-old, castrated male, domestic shorthair cat was referred to the Cornell University Hospital for Animals' (CUHA) Emergency Service with a two-week history of intermittent respiratory distress and lethargy. The referring veterinarian had initially managed the patient by administering dexamethasone sodium phosphate (0.007 mg/kg IM), and performing thoracic radiographs, which demonstrated a mass near the larynx. Unfortunately, over the next 24 hours the patient’s clinical signs worsened and resulted in his being presented to the Emergency Service. On initial presentation the patient was in overt respiratory distress with moderately increased respiratory rate and expiratory effort, orthopnea and inspiratory stridor. All other vital parameters were within normal limits. Other significant findings on physical exam included a palpable mass on the ventral aspect of the patient’s neck. Emergency stabilization included the administration of oxygen therapy and butorphanol (0.3 mg/kg IM), and serial evaluation of vital parameters. Following stabilization, diagnostic procedures included oral examination, computed tomography, surgical exploration, and cytological evaluation of fine needle mass aspirates. This report will focus on the clinical approach to a patient that is presented in respiratory distress, causes of upper airway distress, and diagnostic evaluation following initial stabilization of the patient.