Introduction: Benign mesothelial cysts (BMC) are rare tumours formed from mesothelial tissue most commonly of the peritoneum. Although benign, they have potential to undergo malignant transformation. They are most common in pre-menopausal women and are associated with pelvic structures such as the round ligament. BMC of the spermatic cord are extremely rare.1 Presentation can be with a symptomatic swelling, as in this case, or more commonly, they are incidental intra-operative findings, with diagnosis confirmed on histopathology. Case Description: 64-year-old male seen in clinic with right groin pain after heavy lifting at work. On examination the patient had a tender, irreducible swelling of his right groin and a palpable non-tender swelling in the left groin. He duly underwent elective laparoscopic bilateral inguinal hernia repair, with total extra-peritoneal approach. During reduction of the right-sided indirect hernia back into the peritoneal cavity, the patient was found to have a large cystic mass attached to the spermatic cord, resembling a testis. After urology review and confirmation of testes in-situ, the decision was made to resect the lesion and retrieve it in an endocatch bag. Following resection bilateral hernia repair was completed. Post-op histology confirmed it to be a benign mesothelial cyst. Conclusions: Given the rarity of BMC and the paucity of symptoms associated with them, pre-operative diagnosis is challenging. With their propensity for pelvic structures, they are often mistaken for hernias. Even with pre-operative imaging, conclusive diagnosis needs histology following surgical excision.1 Although BMC is a benign, often asymptomatic lesion, given the risk of malignant transformation surgical resection is advised. In our case, laparoscopic resection provided an effective approach to reliably close the cyst communication with the tunica vaginalis prior to removal of the lesion.