Although noninfiltrative ophthalmopathy can be seen with hyperthyroxinemia on any basis, infiltrative ophthalmopathy is peculiar to Graves' disease. With infiltrative ophthalmopathy involvement of extraocular motor muscles can cause shortening of the levator palpebrae superiorus and fixed upper eyelid retraction. Paresis of other muscles may cause diplopia or strabismus. Complications of proptosis include corneal damage from exposure and optic nerve injury from traction or compression; from venous engorgement: chemosis, subconjunctival hemorrhage, orbital pain, and glaucoma. Restoration of the euthyroid state improves noninfiltrative ophthalmopathy. For mild infiltrative disease, local and mechanical measures may provide symptomatic relief. Adrenal steroids are indicated for progressive infiltrative ophthalmopathy. The principal indications for surgical intervention are cosmetic, for correction of diplopia, or for decreased vision. For best results, surgery must be properly timed and planned.