Whipple disease is a chronic, systemic disorder resulting in steatorrhea, weight loss, arthralgias, fever, and neurologic symptoms (1). Central nervous system manifestations may occur without systemic involvement (2-4), and include headache, seizures, meningitis, myoclonus, dementia, and supranuclear ophthalmoplegia (1-4). A unique, possibly pathognomonic, movement disorder, involving a slow (1 Hz) convergent-divergent pendular nystagmus, associated with synchronous, rhythmic movements of the mouth and other body parts, has been called oculomasticatory or oculo-facial-skeletal myorhythmia. It has previously been reported in six patients with biopsy-proven Whipple disease (5-9). We report a patient with Whipple disease with amnesia, meningitis, supranuclear ophthalmoparesis, and oculo-facial-skeletal myorhythmia