A wide-field contact specular microscope was used to examine and to photograph the corneal epithelium in 35 eyes with chronic corneal edema. Seven of the patients subsequently underwent corneal transplantation allowing for correlation of the in vivo findings with the light and electron microscopic appearance. The early findings on specular microscopy included loss of the clear superficial epithelial cell outlines with easy dislodgement of these cells and a fine pattern of edema outlining basal cells. Individual cellular edema and fluid-filled cysts occurring at various epithelial layers and subepithelially appeared with worsening swelling. Subepithelial connective tissue and anamalous basement membrane were present at later stages.