The diagnosis of Tolosa-Hunt syndrome should be suspected in the presence of recurrent "painful ophthalmoplegia." The most useful tests are the rapid (within 48 hours) response to steroids and positive findings on orbital venography. It should be emphasized that Tolosa-Hunt's syndrome may not be a "pure syndrome." Perhaps it is only an occasional presentation of another rather poorly understood syndrome, that of "recurrent cranial neuropathies." The present patient had at least three episodes of painful ophthalmoplegia prior to this hospitalization. During the last hospitalization, he presented with painful ophthalmoplegia, showed a rapid response to steroids, had narrowing of the carotid artery on arteriogram and an abnormal orbital venogram. However, during his hospitalization he developed involvement of cranial nerves II, III, V, VI and VII, papilledema, pyramidal tract signs and severe psychiatric disturbances, all of which remitted. This, coupled with the abnormal pneumoencephalogram and electroencephalogram and organicity on psychological testing, suggests cerebral involvement in our case.