A 3-year-old Brown Swiss cow presented for evaluation of severe bilateral abdominal distension and failure of mammary development at 280 days gestation. The patient was pregnant with her second calf and was due 6 days after presentation based on 286 average gestation length in Brown Swiss and the artificial insemination date. The cow had developed progressive abdominal distension over the past few months and the owner was concerned about the lack of udder development as well as loss of body condition. Her first gestation and lactation were unremarkable, and she was dried off 3 ½ months ago. On presentation, the animal was bright, alert and responsive with normal vital parameters. Physical exam and abdominal ultrasound revealed excessive fluid accumulation in the uterus with a viable calf. She was given prostaglandin and dexamethasone to induce labor, and a cesarean section was performed when cervical dilation was detected. A live healthy calf was delivered and the clinical signs of abdominal distension resolved. Late term pregnancy complications are common in dairy cattle. Management of these cases is critical for the viability of the fetus and dam. This presentation will focus on the physiology of parturition and the management of complications in late term pregnant cows.