A 66-year-old man presented with decreased vision and corneal edema after 2 failed Descemet-stripping automated endothelial keratoplasty (DSAEK) graft procedures in the left eye. An uneventful third DSAEK procedure combined with anterior vitrectomy through the previous limbal wound was performed. Postoperative recovery was uneventful. Histopathology of the excised failed graft revealed conjunctival epithelium on the posterior surface of the tissue. At 1 year, the endothelial cell count was 1997 cells/mm2 and the uncorrected visual acuity was 20/20-2. At 18 months, the graft remained clear with no signs of epithelial downgrowth. Clinicians should be aware that epithelial downgrowth can occur following DSAEK surgery. Fortunately, excision of the prior DSAEK graft with removal of the active epithelial membrane appears to have been a successful treament in this patient.