In this study, 24 temporal bones with an age range from neonates to 23-month-old infants were serially sectioned and studied for the spread and fate of amniotic fluid cellular content (AFCC) in the middle ear and mastoid. Most children had had either a moderate or massive contamination. AFCC clusters were found to spread to all compartments, with the sites of predilection being the stapes region, the lower lateral attic and the tympanic isthmus. AFCC created an intensive foreign body giant cell reaction and the foreign material practically dissolved in 5 months as a result of the organization process. Tiny remnants of AFCC appeared as late as 15 months after birth. It seems likely that AFCC contamination predisposes the ears to recurring otitis media. The sequalae of the massive granulation tissue development involves obliteration of Prussak's space and its aeration routes, as well as blockage of the tympanic isthmus, leading to extensive disease in the major attic compartments.