Development of the endocardium in the heart of 4 to 4Á1/2-day-incubated chick embryos was observed light and electron microscopically, and these results were evaluated by immunohistochemistry for desmin, FLK1 (VEGFR-2) or CD31, and by in situ hybridization assays for flk1-mRNA expression. At this developmental stage, the atrium and the ventricle were already discriminated by formation of the atrio-ventricular junction. The cardiac wall consisted of three layers; the inner endocardium, the middle myocardium, and the outer epicardium. The developing endocardium was seen as a chain of single-layered endocardial cells. Along its inner surface, numerous clusters of blood corpuscles were distributed, which seemed to contain some undifferentiated endocardial cells estimated from their characteristic ultrastructure and histological topography. Several blood corpuscles were in directly contact with the myocardium at the missing portions of the developing endocardial cellchains. Differentiating endocardial cells individually showed roundish, small and large crescent, or flat in shapes. Such a prominent change of cell shapes appeared to be in parallel with their secretory activity during the transformation from the undifferentiated cells to the endocardial cells. Furthermore, immunohistochemistry for FLK1 or CD31, and in situ hybridization assays for flk1-mRNA labeled the cells composing developing endocardial cell-chains. Though these expressional analyses could not document clearly the transition of precursor cells into endocardial cells,