1. Age-related alterations in the distribution of water-soluble, high molecular weight (colloidal), and water-insoluble proteins of the lens of smooth dogfish (Mustelus canis) were measured. 2. The ages of these animals ranged approx from 2 to 50 yr, during which time the lenses grew from 100 to 1500 mg (wet wt). The lenses contained approx 50% water. 3. Water-insoluble protein accumulated to a level greater than 50% of the total proteins by the time the animals reached maturity. The lenses of other animals, such as mammals and humans, would be opaque if they had a similar insoluble protein content. 4. Each protein fraction contained the same protein chains (mol. et 1900-25,000 daltons), as observed by SDS polyacrylamide gel electrophoresis, except the water-insoluble fraction, which seemed to contain several extra protein chains with higher molecular weights, which represent fiber cell membrane components. 5. Further purification of these fiber cell membranes indicated that their protein chain makeup was mainly from the same low molecular weight chains present in the soluble and high molecular weight colloidal proteins.