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Purpose: To investigate histopathological changes of internal limiting membrane (ILM) in patients with epiretinal membrane (ERM) Materials and Methods: Forty-two eyes of 42 patients who were diagnosed as ERM and enrolled for vitreoretinal surgery were included in this study. Brilliant Blue G (BBG) was used to stain the ILM in all patients. ILM was peeled in all subjects and analyzed by light microscopy (methylene blue-Azur II × 40). ILM samples were then fixed in 2.5% glutaraldehyde solution and examined in JEOL-JEM 1400 and 2100F electron microscope and photographed by CCD camera (Gatan Inc., Pleasanton, CA). Results: Remained ERM fragments were observed on 80% of ILM’s. Vacuolization of ILM was observed in a patient with diabetic ERM. There were cells and cellular fragments observed mostly at retinal side of ILM which was likely to be a fragment of Muller cells of retina. Conclusions: Most of the ILM’s had residual ERM tissue and contained cells and cellular fragments at retinal side of ILM’s. ILM peeling might have a role in decreasing ERM recurrence by removal of residual ERM tissues. [ABSTRACT FROM AUTHOR]