A 66-year-old woman developed massive subcutaneous emphysema following intubation. Acute thoracic restriction developed resulting in life-threatening respiratory acidosis. The patient could not be ventilated with conventional means. A tracheostomy was performed to decompress the chest and mediastinum with rapid resolution following. Although ventilatory failure from subcutaneous emphysema is very unusual, decompression with tracheostomy can be life saving.