Background: clear lens extraction (CLE) by phacoemulsification and posterior chamber intraocular lens (PC IOL) implantation in a series of highly myopic and hyperopic eyes was effective and had an acceptable predictability and a low rate of complications especially on corneal endothelium. Aim of the work: to study corneal endothelium changes (number and morphology) following phaco-aspiration in refractive lens exchange procedure (1 month and 6 months postoperatively) Subjects and methods: a non-randomized prospective study was carried out from October 2018 to May 2019 on twenty five eyes of 14 subjects with age (38-48) years old with high myope> 8 D and high hyperopia > 6 D; these patients were not candidate for corneal refractive surgery or phakic IOL procedure. They were selected from outpatient Ophthalmology Clinics of Al-Azhar University Hospitals in Cairo. The patients were examined by specular microscopy before and after refractive lens exchange procedure (1 month and 6 months postoperatively) Results: Log MAR BCVA improved from (0.47) preoperatively to (0.5904) at the end of the 6 th month with P-value 0.35. Changes in endothelial cell count from (2.650) cells/mm2 before surgery to (2.372) cells/mm2 1 month after surgery to (2.358) cells/mm2 6 months after surgery with P-value <0.001. Error of refraction improved from (-14.94) in myope and (7.98) in hyperope preoperatively to (-1.42) in both groups at the end of the 6th month after surgery with p-value <0.001. Conclusion: CLE surgery by phaco-aspiration technique is less harmful to the corneal endothelium because it uses no phaco power.