An operation for complete third nerve paralysis involving lateral rectus muscle transplantation to the medial side of the globe as a basic procedure is described. An inferior rectus muscle recession plus resection of an apparent completely paralysed medial rectus was subsequently performed at a second stage operation. The results appeared to be an improvement on previous surgery, particularly in terms of ocular motility, with almost full adduction of the operated eye being achieved. This adduction movement occurred as part of a normal conjugate movement of the two eyes, and the question arises as to the responsible muscles, with some evidence to suggest that relearned action of the transplanted lateral rectus muscle may be implicated. Finally, a Fasanella-Servat procedure as a third stage operation appeared to be adequate to correct the ptosis.