A liquid-filled variable focus lens cell is disclosed. The liquid lens cell consists of four parts: a clear distensible membrane, a transparent wall member, liquid with a fixed volume stored in lens cell chamber, and an annular periphery sealing ring. The inner surfaces of the annular sealing ring are sealed with distensible membrane. The radius of the annular sealing ring is changeable, similar to a conventional iris diaphragm. By tuning the radius of the annular sealing ring, the stored liquid in the lens cell will be redistributed, thus change the curvature of the distensible membrane. Therefore, the liquid lens cell can cause light to converge or diverge. The liquid filled lens can be operated mechanically or automatically.