Background. Limited data exist regarding the necessity of resecting level three nodes as part of an axillary dissection for melanoma. The objective of this study was to determine how often level III nodes have metastases, in patients with sentinel lymph node (SLN) positive, palpable and bulky axillary disease, and to determine patient outcomes. Methods. A retrospective chart review was completed at two tertiary care centers of patients with melanoma that had level three axillary dissections. At the time of surgery, the level III nodes were sent as a separate specimen. Bulky disease was defined as a large mass in all three levels that could not be separated. Results. A total of 117 patients were identified. Three percent and 18 % of patients with SLN? and palpable disease, respectively, had further disease in their level III nodes. All bulky patients had level III disease. Those with level III disease had a worse 3-year overall survival than those who did not (15.2 vs. 61.1 %, p \ 0.001). For patients with palpable and bulky disease, systemic recurrence rate was 65 and 88 %, with a median time to metastases of 13.6 and 2 months, respectively. Conclusions. Patients with SLN? disease rarely have positive level III nodes, questioning the need for routine removal of these nodes. Patients with palpable and bulky lymph node disease have implied occult distant metastases at the time of diagnosis and treatment. With the advent of improved targeted therapies for melanoma, clinical trials evaluating their role in patients with stage III disease may be warranted to improve patient outcomes. Lymph node metastases are the most significant prog-nostic factor in melanoma. 1,2 For patients without clinical evidence of nodal disease, with melanomas thicker than 1 mm, sentinel lymph node biopsy for staging is now the standard of care as evidenced by the MSLT-1 trial and has been adopted by Cancer Care Ontario. 3,4 Accurate staging at the time of diagnosis provides useful prognostic information and helps to guide the use of adjuvant therapies or the eligibility for a clinical trial. The therapeutic benefit of completion lymphadenectomy, after the finding of a positive sentinel lymph node (SLN?), is still unknown and hopefully will be answered by the MSLT-2 trial. 5,6 It has been reported that patients who are found to have additional nonsentinel nodes bearing disease in a completion dissection have a worse outcome, with a median survival of 36–49 months. 7,8 In our center, when patients are SLN? we offer: close observation, completion lymphadenectomy, or recruitment into the MSLT-2 trial. For patients with clinically palpable nodal disease, the current standard of care is removal of all lymph nodes in the involved nodal basin (therapeutic lymphadenectomy). 9 This approach may be curative with a 20–38 %, 5-year survival and 34 %, 15-year survival and can prevent morbidity from mass effect, lymphedema, and skin breakdown.