A novel microscope system is presented for observation of corneal cells in a living mouse. It enables tracking of individual cells in all layers of the cornea at various times, thus allowing the generation of time-lapse recordings. The system consists of three major components: an upright fluorescence microscope for visualization of corneal cells, a mouse-holding unit for immobilization of the animal and the eye, and a set of gimbals which permit observation of a wide area of corneal surface without refocusing. The same cells could be observed at different limes with the help of fiducial marks in the cornea, allowing their changes in position to be determined under natural and experimental conditions. This technique should prove useful in investigation of the cell movement in normal and diseased corneas, including the study of wound healing after an injury or surgery.