A 59-year-old woman with massive bilateral edema of the upper and lower eyelids is presented. The edema occurred suddenly and without provocation. No cause could be identified despite a multitude of examinations. Initially the patient was diagnosed as having blepharochalasis, but later skin biopsy suggested an acquired form of cutis laxa. Most likely the cutis laxa was a result of angio-edema, Pharmacological treatment was not successful, but surgical intervention provided an acceptable result. The differential diagnosis of periorbital edema is discussed with special attention to cutis laxa, angio-edema, and blepharochalasis.