A 71-year-old woman developed dysphagia and hematemesis with an endoscopic diagnosis of esophageal submucosal hematoma. Post mortem examination demonstrated an aorto-esophageal fistula as the etiology of her hematemesis. The differential diagnosis of upper gastrointestinal bleeding in the elderly patient without cirrhosis is discussed. A review of the literature on aorto-esophageal fistula is included.