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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.