An otherwise asymptomatic 63-year-old woman with a history of a carcinoid tumor of the ileum and a cutaneous melanoma of the shoulder developed unilateral proptosis. Orbital ultrasonography, computed tomography, and magnetic resonance imaging revealed a large, well-circumscribed orbital mass involving the superior rectus muscle. The surgically excised tumor was studied by light microscopy, histochemistry, and transmission electron microscopy. These studies confirmed the diagnosis of carcinoid tumor. The clinical and pathologic features of this rare type of orbital metastasis are discussed.