Abstract
1. Tissues of Fundulus heteroclitus grew in fluid media under conditions varying widely in respect to temperature, concentration of salts, and character of nutritive substances. 2. Mesenchyme cells migrated out into the medium upon the under surface of the cover-glass and formed almost continuous or reticular membranes with isolated cells lying beyond. The ectoderm formed a membrane in close contact with the under surface of the mesenchyme. Nerve fibers, pigment cells, and yolk cells from the digestive tract readily migrated out. Peristalsis of the intestine, beating of the heart, contraction of the trunk musculature, and movements of the fins, were observed in numerous cultures several days old. 3. Characteristic of the ectoderm cells were certain delicate striations somewhat concentrically arranged, which formed an intricate pattern over the cell. 4. The mesenchyme cells are highly amœboid and possess characteristic fan-like expansions by means of which they adhere to the cover-glass and to each other. 5. While the initial stages in the formation of the ectodermal membrane were accomplished by migration and flattening out upon the under surface of the mesenchyme of the cells originally covering the body, the further extension of the membrane involved the formation and growth of new cells and tension exerted by the mesenchyme upon the thick edge of the ectoderm. 6. Mitosis was observed in several mesenchyme cells but not in the ectoderm, although new cell boundaries appeared from time to time. Frequently ectoderm cells contained two nuclei or one irregularly lobed nucleus. 7. During all stages in the formation of the ectodermal membrane the movement of the cells is a mass movement. Their reactions are much slower than those of the mesenchyme, and are never amœboid in character. 8. There is an essential similarity in the outgrowth of the ectodermal membrane and the process of wound-healing in respect to (a) the mass migration of the ectoderm cells, and (b) the stereotropic activity of the cells which is evoked by contact with the mesenchyme.

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