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The risk of developing lymphedema after axillary dissection and radiation is lifelong. The reported incidence varies, but underrepresents mild or asymptomatic arm edema. We retrospectively analyzed 237 patient records for arm lymphedema (LE). 185 patients had available morbidity data and were free from axillary recurrence. Median f/u was 43 months. Patient complaints and examination with arm measurements were used to assess the LE, which was graded as mild, moderate, or severe. The 5–yr actuarial incidence of LE is 28%. The incidence of developing mild LE was 23%, of moderate or severe LE, 7%. Of 38 events, 28 were mild, 9 moderate, and 1 severe. The 5–year actuarial incidence increased as the level of axillary dissection increased, and as the number of nodes sampled increased: no dissection performed (n = 46) 13%, Level 1 (n = 47) 27%, Level 2 (n = 56) 41%, Level 3 (n = 23) 30%. As it can be difficult to determine high axillary dissection levels retrospectively, arm morbidity was also assessed using the number of lymph nodes dissected. The S-yr actuarial incidence of LE is: None (n = 46) 12%, 1−10 (n = 54) 29%, 11−20 (n = 65) 40%, > 20 (n = 20) 39% (P = 0.05). These differences were more marked in those patients receiving radiation to the axilla or supraclavicular fossa (n = 132): 61% and 53% for a level 2 and 3 dissection vs. 10% and 25% for no dissection or a level one dissection (P = 0.001). Morbidity is reduced with a less extensive dissection of the axilla, especially if the patient receives adjuvant radiation to the axilla. The extent of the axillary dissection should be sufficient only to establish the risk of systemic disease.