The early embryonic heart is composed of two cylindrical epithelial layers, an inner endothelium and an outer myocardium. The cardiac jelly (CJ), an acellular accumulation of extracellular matrix (ECM), fills the space between the two epithelia. During development of the heart, a portion of the endothelial cells of the atrioventricular (AV) region differentiate into mesenchyme cells in a temporally and spacially specific manner. Although contiguous with those in the AV region, endothelial cells lining the ventricle never form mesenchyme in situ. At present, the mechanisms controlling the biphasic differentiation of the endothelium and the subsequent migration of cardiac mesenchymal cells are poorly understood. Although the CJ lies between two epithelial and is spatially equivalent to a basement membrane (BM), it has not traditionally been considered to be organized into a BM-like structure. The potential significance of this observation to developmental biology lies in the possibility that BM or their individual components (i.e., fibronectin (FN), laminin (LM), type IV collagen, and heparin sulfate proteoglycan (HSPG] may function as the regulatory site of epithelial differentiation and morphogenesis. A cryofixation technique was developed in order to determine the in situ immunohistochemical distribution of the BM components in the CJ. Results indicated that the CJ exists as the fusion between a larger myocardially derived BM having a lamina densa and an extended reticular lamina and an attenuated, endothelial-associated BM composed only of a lamina densa. Except for FN, the individual BM components were not all present during early stages, but instead appeared in a sequential manner, suggesting that all components of an adult-type BM are not required to initiate the assembly of a structural and functional BM during development. In the AV canal and outflow tract (OT), FN appeared as a progressively expanding gradient of material with the greatest density nearer the myocardium.