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Polyethyleneglycol 12 mol / polydimethylsiloxane co-polymer (PEG-12 dimethicone) is a type of polyether modified silicone (PEMS), which can form a lamellar liquid crystalline phase, and is widely used in cosmetics. The structural changes of PEG-12 dimethicone caused by water contents as well as shear flow were evaluated using simultaneous measurements of rheology and small angle neutron scattering (Rheo-SANS) and neutron reflectometry (NR). At high PEG-12 dimethicone concentrations (≥ 36 wt%), a reorientation of plate-like lamellar structures were observed and the neutral orientation was the most favorable. However, lamella-to-vesicle transitions were hardly observed. PEG-12 dimethicone turned out to form a bi-layer on a hydrophilized Si-wafer in a similar manner to that in bulk though the structure had a certain level of roughness.