Ten-day rat embryos have been cultivated in vitro, with different layers of the extra-embryonic membranes removed. The effects of presence or absence of each membrane on the morphology of the embryos, their histodifferentiation and their uptake of leucine into protein have been followed.

Explants with all membranes left intact failed to expand fully and to undergo axial rotation of the embryo, but nevertheless showed highest total protein and highest leucine uptake in biochemical estimations and in autoradiographs.

Explants with outer membranes removed and the visceral yolk sac left intact showed the most normal morphology and expansion of the extraembryonic cavities when compared with embryos removed from the uterus at 11·5 days’ gestation, but they showed less protein and less leucine uptake than the first series.

Explants in which the visceral yolk sac was removed underwent little growth or development and had low total protein values and radioactivity counts. The amnion collapsed and the amniotic cavity disappeared. When the amnion was removed there was a greater incidence of death, as well as little or no development, and lower radioactivity counts than in the first two series.

It is concluded that the outer membranes and the visceral yolk sac play an important role in the transfer of small metabolites to the embryo, as well as in regulating the volume of the extraembryonic fluids.

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