We studied the ultrastructural features of four consecutive subfoveal neovascularmembranes (SFNM) associated with age-related macular degeneration. Cellular components of the membranes included retinal pigment epithelial (RPE) cells, endothelium-lined vascular channels, macrophages, myofibroblasts, fibrocytes, glial cells, erythrocytes, and lymphocytes. Extracellular interstitial constituents included collagen fibrils, basal laminar deposits, fibrin and young elastic fibrils. These findings show that SFNMs consist of various cells originating from surrounding tissues and vessels. Among these RPE cells and macrophages are the main cellular components and in conjunction with various extracellular matrix, especially collagen, may play an important role in the formation and maintenance of the membranes.