THE patient presented herself in 1969 when she was 29 years old, with multiple painful indurations of the left breast. Repeated biopsies confirmed the diagnosis of chronic cystic mastitis. Upon the indication of the referring physician a subcutaneous mastectomy was carried out, with simultaneous insertion of a silicone gel breast implant with 4 Dacron patches (Dow Corning), The patient was warned that there might be asymmetry in the position of the left nipple as well as in the position and size of the other breast, but having had multiple biopsies, she wanted minimal surgery only. Postoperative progress was uncomplicated. Seven years postoperatively she complained of a painful area in the anterior aspect of the breast. On examination, the breast was found to be distorted and firm. In the anterior skin segment of the breast there was a protruding area 3 cm in diameter at the centre which showed bluish discolouration (Fig. I). Multiple dilated vessels were visible and on palpation the skin was found to be thinned in this area. Because a “blow-out” of the skin seemed to be imminent, the implant was removed together with its capsule. A local de-epithelialised pedicle flap from the medial breast quadrant was rotated beneath the thinned skin area and a smaller soft round silicone gel breast implant inserted. Postoperative progress was uneventful. On histological examination, the capsule was I to 2 mm thick and consisted of dense collagenous tissue. Marked fibrosis was noted in the posterior wall of the capsule, in the area of the Dacron patches. Bundles of Dacron fibres were surrounded by a foreign body reaction. The most significant finding consisted in an epithelial lining within the anterior segment of the cavsule. corresvondina to the area where the skin was found to be thinned. The structure of this lining varied from’ simple cuboidal to stratified squamous epithelium (Fig. 2). The cells