The authors describe a patient who had epiphora and lacrimal outflow obstruction associated with proptosis and prolapse of orbital fat into the eyelids. The patient's puncta remained opposed throughout the blink cycle. A bilateral transcutaneous orbital fat decompression was done via upper eyelid crease and lower eyelid infraciliary incisions. Significant extraconal fat was removed. Two months after surgery, the epiphora had completely resolved, and proptosis and eyelid fullness had decreased.