Histological studies1,2 on epiretinal membranes have described cellular proliferations including hyalocytes, retinal glial cells, and retinal pigment epithelial cells on and confined to the vitreal surface of the internal limiting membrane (ILM). We report a case of cellular proliferation at the retinal surface of the ILM—in other words, under the ILM—in a patient with cellophane maculopathy.