Conjunctival biopsy specimens were obtained from three patients with clinically active ocular cicatricial pemphigoid and from two of these patients after successful immunosuppressive therapy. Compared with specimens from normal subjects, the pretreatment specimens showed profound alteration in interepithelial adhesion as evidenced by a dramatic increase in desmosomes. Unusually prominent tonofilaments and tonofibrils were seen throughout the cytoplasm. The basal lamina showed areas of discontinuity, duplication, and focal thickening. The lamina propria was thickened and demonstrated an infiltration of inflammatory cells and disorganized collagen fibrils. Post-treatment specimens had a relative absence of desmosomes between the widely separated epithelial cells, less prominent tonofilaments and tonofibrils among epithelial cells, and, in one specimen, goblet cells. The enhanced network of desmosome-tonofilament complexes serves to tightly bind epithelial cells, perhaps providing a clue to the pathophysiology of conjunctival surface changes.