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We examined cellular deposits on 14 intraocular lenses (IOL) that were removed after implantation for a variety of clinical reasons. Five of the lenses were cultured to evaluate the growth potential of preexisting cells on the IOLs. The most common cells found were iris pigment epithelial cells. The thickest membranes were probably formed by iris stromal cells. Other cellular deposits included macrophages, multinucleated foreign body giant cells, lens epithelial cells, squamous epithelial ingrowth, red blood cells, uveal melanocytes, and vitreous strands. Cells around the IOL had only limited growth in tissue culture. We propose that a continuous influx of inflammatory cells in conjunction with a disruption of the blood-aqueous barrier may be an important pathogenetic mechanism for the production of thick secondary membranes around an IOL.