The perception of a target stimulus may be altered by its context. Perceptual filling-in is thought to be one example of lateral modulation, in which the percept of a central blank area is replaced by that of the surround. We investigated the mechanisms in eccentric vision underlying filling-in by selectively adapting the center (pedestal adapter), surround (annulus adapter), or both (disk adapter) in a sinusoidal grating and observed how the adaptation influences the orientation percept of a subsequently presented Gabor target, located at the same position as the adapter center. In a binary choice task, observers were to judge the orientation (clockwise or counterclockwise) of the target after adaptation. The tilt aftereffect (TAE), corresponding to an illusory tilt of a physically vertical Gabor target, depended both on the adapter orientation and the adapter type. The TAE, peaked between 10 degrees and 20 degrees adapter orientation, was strongest in the pedestal, followed by the disk, and weakest in the annulus adapter conditions. The difference between the disk and pedestal conditions implies lateral inhibition from the surround. Lacking physical overlap with the target, the annulus adapter nonetheless induced a small but significant TAE in the central area. The effect of filling-in on the TAE was estimated by comparing the results from trials with and without subjectively reported filling-in during adaptation to the annulus adapter. The TAE was greater when filling-in occurred during adaptation, suggesting a stronger lateral modulation effect on trials where filling-in was induced. The data were fit by a variant of a divisive inhibition model, in which the adaptation effect is captured by the increase of an additive constant in the denominator of the response function, whereas the surround modulation in the adapter is modeled by an excitatory sensitivity in the numerator.