Purpose: To determine the incidence of postoperative lens epithelial cel (LEC) layer formation anterior to the Hydroview hydrogel foldable intraocular lens (IOL), the effect on vision, and the appearance under scanning electron microscopy (SEM). Setting: Eye Unit of district general hospital, Delfzijl, and the Laboratory for Cell Biology and electron Microscopy, Faculty of Medical Sciences, University of Groningen, The Netherlands. Methods: In this prospective study, 207 eyes that received a Hydroview hydrogel foldable IOL during 1996 were followed for almost 2 years (range 8 to 98 weeks). Eleven eyes had follow-up of fewer than 8 weeks and were excluded. Some eyes had a transparent to milky-white membrane anterior to the IOL in the plane of capsulorhexis. In the absence of other contributing factors, if best corrected visual acuity was worse than expected, it was assumed to be caused by the membrane. Depending on the membrane's thickness, determined at the slitlamp, patients were offered a neodymium:YAG (Nd:YAG) laser or surgical membranectomy. If surgically excised, the layer was studied by SEM. Results: Of the 196 eyes, 62 eyes (33.16%) developed a thin epithelial cell layer. The membrane appeared a mean of 38.5 weeks postoperatively (range 9.9 to 85.6 weeks). Eleven eyes (5.61%) had visual symptoms varying from low vision to hazy vision or light scatter. Visual symptoms were present even in cases in which the visual axis was not invaded by the membrane. Once this layer was removed surgically or by the Nd:YAG laser, vision improved and symptoms were relieved. Four eyes (2.04%) required a surgical membranectomy. Examination of these removed membranes by SEM showed their multilayer nature and that the LECs had differentiated into fibroblast-like cells with collagenous fibrils and extracellular matrix. Conclusions: The incidence of LEC membrane formation was higher than expected and increased with time in eyes with a Hydroview IOL. The membrane caused visual symptoms by occluding the visual axis, causing striation on the membrane and the IOL to decenter, tilt, or fold. These symptoms improved after the membrane was removed. J Cataract Refract Surg 1999: 25:1637-1640 (C) 1999 ASCRS and ESCRS