The radial forearm free flap is widely used in microsurgical reconstruction where a thin, hairless flap is required. While the radial artery may be based either proximally or distally, the venous drainage is generally proximally based in order to provide normal flow through the valves. We have utilised this flap in two patients, based distally on both the radial artery and cephalic vein by removing the valves of the cephalic vein. This technique has been employed widely in peripheral vascular surgery of the lower limb and is called the "in-situ" technique. We have found it to be efficacious in taking a proximal skin paddle, which decreases donor site morbidity and allows for a long vascular pedicle. This paper reports on these two patients and describes the technique of valvulotomy of the cephalic vein.