Purpose: to evaluate the safety and efficacy of retrograde transpopliteal access after failed antegrade recanalization in limbs with flush occlusion of the superficial femoral artery (SFA). Methods: this is a prospective study including patients presenting with critical limb ischemia due to flush SFA occlusion for whom retrograde transpopliteal access was utilized after failure of antegrade revascularization at the vascular surgery department in Kasr Al Aini hospitals during the period between May 2014-May 2016. Results: the study included 16 patients with a mean age of 64years and male to female ratio 7:1.All patients presented with CLI (Rutherford category 4-6), all lesions were TransAtlantic Society Consensus (TASC) II D, Technical success was accomplished in 15 cases (93.75%). In 2 cases, re-entry to the true lumen was achieved using bidirectional balloon dilatation. In one case, failure to cross the target lesion via both antegrade & retrograde accesses occurred. Complications included 2 puncture site hematoma that were managed conservatively; no AVF. There was no perioperative mortality. Primary patency was 75% at 6month. Conclusion: retrograde popliteal access is safe and effective bailout technique after failed antegrade recanalization in patients with flush SFA occlusion. Keywords: Flush occlusion - superficial femoral artery - endovascular – retrograde.