Biopsy specimens from vitreous and preretinal membranes, obtained during vitreous surgery from 39 human eyes suffering from massive periretinal proliferation, were examined electron-microscopically. Analysis of the cellular membranes demonstrated mostly cells with epithelial characteristics: polarization of the cells, basal lamina formation, specialized cellular junctions, and microvilli formation. These epithelioid cells contained prominent rough endoplasmic reticulum, glycogen deposits, a multitude of cytoplasmic filaments, some resembling myofilaments, and nonmembrane bound, sometimes wedge-shaped pigment granules. Macrophages were interspersed in the membranes. There was a striking similarity of these findings to those of an experimental model of retinal detachment in owl monkeys, We concluded that most likely the described cells derived from cells of pigment epithelial origin.