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Objective: To define predictors of need for surgery in patients with obstructed defecation syndrome (ODS) with rectoceles. Design: Prospective cross-sectional cohort study. Setting: Single large academic medical center. Patients: 270 patients with ODS. Interventions: Fiber supplements and biofeedback in all patients, surgery in patients failing medical management. Main Outcome Measures: Anorectal physiology findings, defecography, and functional testing. Results: Of 270 patients with ODS, 90 (100% female, mean age 52.9±1.7 years) had a rectocele that prolapsed past the introitus. R+ vs. R- patients had similar symptoms and anorectal physiology findings. R+ patients were far more likely to expel a 60 cc balloon with defecation than R- patients (70.1% vs. 57.6%, p=0.05), but a similar prevalence of incomplete evacuation on defecography (28.9 % vs. 24.4%, p=0.43). R+ subjects had a higher rate of internal intussusception (17.8% vs. 9.4%, p=0.05), and only R+ patients reported splinting with defecation (36.7% vs. 0%; p<0.0001). Ultimately, 71.1% of R+ patients responded to medical management and biofeedback. Multivariate regression analysis suggested that, for R+ patients, the presence of internal intussusception was associated with a lower chance of needing surgery to address ODS symptoms [OR 0.18 (95% CI 0.02, 0.98); p=0.05], while inability to expel balloon (p=0.89), contrast retention on defecography (p=0.15) or need to splint (p=0.47) did not significantly predict need for surgery. Conclusions: Rectoceles with concomitant intussusception may frequently be an incidental finding in patients with ODS that respond well to biofeedback and medical management. We argue that all patients considered for surgery for rectoceles due to ODS should first undergo appropriate bowel retraining.