The processes of degeneration and the regeneration of the lip epidermal cells was observed by electron microscopy, focussing on the substance and the structure of the lamina lucida, on which regenerating cells migrated. After the repetitive freezing and thawing treatment, epidermal cells degenerated and detached from the dermis. The separation occurred between the epidermal cells and the basement membrane, leaving a small amount of cell debris on the lamina densa. After the separation of the epidermis, there were some thick parts in the lamina densa which appeared to be the part below hemidesmosomes. Regenerating epidermal cells migrated from the nondegenerated area along the cellular surface of the old lamina densa. They migrated over the cell debris which was gradually phagocitized, and formed new hemidesmosomes with the old lamina densa. Regenerating epidermal cells did not make close contact with the old lamina densa during their migration, but there was a clear space in between, indicating that some of the materials and the structure of the lamina lucida of the old basement membrane was preserved. By immunoelectron microscopy using anti-HSPG (heparan sulfate proteoglycan) antibody, it became clear that after the epidermal separation, HSPG was preserved in the basement membrane to some extent, especially in the thick parts of the lamina densa located below. The immunoelectron micrographs support the view that hemidesmosomes may reform at the previous locations at the old lamina densa.