Purpose.A web-like retrocorneal membrane (RCM) is an uncommon complication of chronic syphilitic interstitial keratitis. Extracellular matrix components have not yet been defined in this structure, although previous histologic examinations have suggested the presence of collagen. We examined the presence and distribution of extracellular matrix components in a patient with an RCM.Methods.A specimen of the opaque cornea affected by syphilitic interstitial keratitis with RCM formation was obtained during penetrating keratoplasty in a 62-year-old woman and was evaluated by histology, immunohistochemistry, and scanning electron microscopy (SEM). Antibodies against collagen types I, III, and IV; fibronectin; vimentin; &agr;-smooth muscle actin (&agr;-SMA); heat shock protein 47 (Hsp 47); proliferating cell nuclear antigen (PCNA); and Ki67 were used.Results.Histologic analysis detected multiple concentric, acellular layers positive for collagen types I, III, and IV. The corneal endothelial cells (CECs) were positive for vimentin, collagen I, fibronectin, and Hsp 47 but not for &agr;-SMA. Furthermore, the CECs were negative for PCNA and Ki67, indicating that they were not proliferating. SEM revealed the RCM was covered by CECs with a fibroblastic appearance.Conclusion.RCM associated with syphilitic interstitial keratitis contained collagen types I, III, and IV and fibroblast-like CECs. These CECs may secrete the extracellular matrix components found in the RCM. Hsp 47 up-regulation in the CECs may play an important role in RCM formation. These findings provide further insights into the phenotypic modulation of CECs.