There are reports of gastric carcinoma following bariatric surgery, but it is unclear if these procedures predispose to malignancy. We present a case of a 60-year-old man who, 15 years after vertical banded gastroplasty (VBG), had a massive upper GI bleed. Endoscopy revealed a large tumor of the gastric pouch. Histology confirmed an intestinal type of gastric adenocarcinoma arising in a background of H. pylori-negative gastritis with atrophy, foveolar hyperplasia and intestinal metaplasia. An incidental tubular adenoma at the pylorus was also identified. The pathogenesis of gastric pouch carcinoma is discussed. The present example of neoplastic change in both the pouch and pylorus may indicate that a field effect for dysplasia develops subsequent to VBG.