Retained Descemet's membrane is a rare complication of penetrating keratoplasty (PKP). The membrane can become progressively opaque and threaten the health of the corneal graft. We report such a case involving a 53-year-old man. Simultaneous surgical removal of the membrane and phacoemulsification with intraocular lens implantation were performed 3 months after PKP. The graft remained clear and best corrected visual acuity was 20/20 2 years after secondary surgery.