Purpose: To test the hypothesis that the inner retinal neurons are lost in addition to photoreceptors in ARM-AMD. Methods: From donor eyes obtained <3 hr of death, 5 eyes with drusen and pigmentary disturbances (ARM) and 4 with geographic atrophy and disciform degeneration (AMD) were identified by post-mortem fundus appearance and confirmed histopathologically. Retinas were isolated, whole mounted, cleared, and viewed with Nomarski optics and video. We counted GC and presumed displaced amacrine cells and computed the total number of GCL neurons <3 mm from the fovea. One 63 yr old eye and 8 eyes aged 79-93 yr were compared to two groups of age-matched controls. Photoreceptor loss ranged from undetectable (n=2, drusen) to moderate (n=3, thick basal laminar deposit) to extensive (n=4, disciform degeneration). Results: 1) The total number of macular GCL cells in control eyes declined from 60-95 yr. 2) The mean number of GCL cells was 25% lower in ARM-AMD eyes aged 79-93 yr than in controls (p=0.029, one-tailed t-test). The 63 yr old ARM eye did not differ significantly from younger controls. 3) Four of the 5 eyes with fewest cells had disciform scars. Conclusions: GCL neurons decline in ARMAMD eyes to a lesser extent than in retinitis pigmentosa. More eyes are needed to confirm correlation of GCL and photoreceptor loss. There may be sufficient inner retinal circuitry to support treatment of the outer retina in ARM-AMD.