A case of neoimplant formation after removal of a grossly ruptured silicone gel—filled breast implant without associated capsulectomy is reported. The 310g, 7.5 X 7 X 7 cm neoimplant developed over a period of 4 months. When removed, it had an inteact, thick, caleified, fibrous wall that was filled with dark green nonsticky material shown microseopically to be blood, fibrin, and proteinacenus material. No silicone gel was evident in the cystie fluid cither grossly or microscopically. However, the fibrous wall of the neoimplant was a dense sear with foamy macrophages containing refractile but not birefringent material indicative of silicone gel.