Lipomembranous (membranocystic) changes represent a distinctive form of pathology in adipose tissue. Although first described in the rare neurodegenerative disorder now called Nasu-Hakola disease, this change has also been observed in a variety of relatively common inflammatory and noninflammatory dermatoses. We report three cases of morphea associated with marked lipomembranous (membranocystic) changes in the subcutaneous adipose tissue.