INTRODUCTION:Embrace TM Varnish is a new fluoride varnish which contains xylitol-coated calcium and phosphate (XCP). This combination leads to increase the release time of fluoride in this varnish. OBJECTIVES: To compare the remineralizing effect of Embrace TM varnish with Profluoride ® varnish on caries-like lesions in primary teeth regarding lesion depth and calcium and phosphate enamel content. MATERIALS AND METHODS: Forty eight anterior primary teeth were coated with nail varnish, leaving squares of 4x4 mm then sectioned longitudinally in a labiolingual direction into two equal halves. Each half was considered as a specimen (96 specimens). Carieslike lesions were created in all specimens. Specimens were divided into two groups. group I (n=48) was subdivided into subgroup IA (n=24) treated with Embrace TM varnish and subgroup IB (n=24) served as control, while groupII (n=48) was subdivided into subgroup IIA (n=24) treated with Profluoride ® varnish and subgroup IIB (n=24) served as control. Specimens were subjected to pH cycling then they were examined with polarized light microscopy and energy dispersive X-ray spectrometer. RESULTS: No significant difference in mean percent reduction in lesion depth following treatment with Embrace TM varnish and Profluoride ® varnish (49.51 and 45.11, respectively) at P= 0.58. Greater significant of calcium phosphate ratio was found for Embrace TM varnish (2.25±0.43) than Profluoride ® varnish (1.65±0.05) at P< 0.0001. Significance was set at the 5% level. CONCLUSIONS: Embrace TM varnish had no significant difference in mean percent reduction in lesion depth than Profluoride ® varnish, while it had a better remineralization effect than Profluoride ® varnish in terms of higher mineral content. KEYWORDS: Embrace TM varnish, Xylitol coated Calcium and Phosphate (XCP), fluoride varnish, polarized light microscopy, energy dispersive x-ray spectrometer. __________________________________________________________________________________________________ 1 Dentist in the Egyptian Ministry of Health and Population.