The responses of corneal endothelium to a 2-minute exposure of ultrasound from a clinical phacoemulsification device have been studied by specular microscopy and both scanning and transmission electron microscope. Healing of lesions occurred in two ways, and these were related to lesion size. Small lesions healed by a process of rosette formation, and large lesions were repaired by a process of endothelial dedifferentiation and migration. All damaged areas were re-covered with endothelial cells within 24 hours of exposure, and at this time corneal thickness had returned to control levels. The implications are discussed in relation to the phacoemulsification procedure.