Cells dissociated from neural retina of 3.5-day-old chick embryos transdifferentiated extensively into lens cells under the conditions of a cell culture for 3 to 4 weeks. In early satges of cell culture by about 10 days, cultures consisted of small round cells often with cytoplasmic processes(N-cells) and flattened epithelial cells (E-cells). Only N-cells were stained with a fluorescent dye Merocyanine 540. When cells harvested from early cultures were separated into two fractions by centrifugation in Percoll gradient, the specific activity of choline acetyltransferase was much higher in the fraction Neural retina (NR) cells of vertebrate embryos achieve the overt change of the state of differentiation and transdifferentiate into lens and/or pigment cells, when the dissociated cells are maintained for long period (3-5 weeks) in the condition of a stationary culture. This phenomenon first discovered by OKADA et al. ( 3 ; cf. also 4 for the preliminary finding) has attracted much attention as a potential system which may provide an insight into the mechanism of cell differentiation in general (Reviews; 5, 6).Although substantial information concerning a number of extrinsic factors controlling the process of transdifferentiation of lens in vitro as well as biochemical events of the process ha's been available, the problem of cell type origin of the "transdifferentiable" cells remains to be answered. From the embryonic period onward, NR is a heterogeneous cell population. When dissociated NR cells were placed in cell culture, at least two distinct cell types were differentiated in early stage; i.e., epithelial cells establishing a monolyer sheet upon the culture substrate (E-cells) and small round cells with or without cytoplasmic processes of various lengths (N-cells) (3, 7). Thus, the question arises concerning which cell type can transdifferentiate into foreign cell types during further culturing. It was already shown by means of clonal cell culture that singly isolated E-cells havested from a sheet of 10-day cultures of a large number of NR cells of 8-day-old chick embryos can produce colonies (probably clones) with either lentoid bodies or pigment cells (8). However, the possiblity of transdifferentiation of lentoid bodies and/or pigment cells from N-cells has not yet been excluded. An aim of the present work is to examine * A part of the present results was reported in a preliminary form (1, 2).