A twenty five year old Thoroughbred stallion in extremely poor body condition was presented to the Equine/Farm Animal Hospital at Cornell University for evaluation of paraphimosis. His penis had been exposed from the prepuce for seven days prior to presentation and was severely engorged and excoriated. A large firm mass was present on the dorsal surface of the internal lamina of the internal fold of the prepuce. Over this mass was a laceration that extended the length of the internal fold of the prepuce. Conservative treatment of supporting the exposed penis with a sling, keeping it covered in emolliants, and using manual massage and water therapy was initiated. Within 4 days exceptional progress had been made and the penis was able to be manually replaced into the prepucial cavity, but could not stay there unaided. Presented within this paper are etiologies of paraphimosis, options for conservative medical management, surgical interventions, and implications for breeding stallions.