Epicardial formation in the embryonic chick heart from initial to final stages was revealed by means of computer-aided reconstructions based on serial resin sections for light microscopy, with further detailed observations using scanning and transmission electron microscopy. The origin of the epicardium was recognized as protrusions of mesothelial cell clusters on the right side of the external surface of the sinus venosus at 23 somites (stage 14+). These protrusions elongated to give rise to several villous processes, the tips of which eventually touched the dorsal wall of the embryonic heart at 30 somites (stage 17). Originating from these adhesion sites, mesothelial cells spread gradually onto myocardial cells in all directions to form a monolayered sheetlike cover. Thus, by stage 23, the ventricle was completely overlaid with epicardium, and blood-island-like structures appeared within the subepicardial layer. The atrium was not enveloped by epicardium until stage 25, and the extreme distal end of the bulbus cordis was reached by the advancing epicardium at stage 27. A chronological table of epicardial formation in the chick heart is presented.