Three patients with papilledema, asterixis, and impairment of consciousness secondary to hypoxemia, hypercapnia, and right- and left-sided heart failure were observed for 6 yr after the first appearance of these signs. Although two of the patients required rehospitalization because of recurrence of papilledema and cardiopulmonary failure, each is still living and enjoying varying degrees of activity. The results of pulmonary function studies made recently did not differ appreciably from those carried out 6 yr previously. Papilledema occurring in the course of cardiopulmonary failure did not appear to alter the prognosis in the cases observed, and it seems likely that the outcome is largely dependent on the course of the underlying pulmonary disease. Vigorous treatment of episodic acute cardiopulmonary failure has made possible a considerably improved prognosis.