The prefusion epithelium of human palatal processes was examined for evidence of specialization which might facilitate epithelial adherence with the opposing palatal process. A surface coat stained with ruthenium red (RR) was found on all apical aspects of the palatal epithelium. In the prefusion regions, RR staining was also observed in the spaces between the superficial cells of the epithelium and in necrotic cells. Adjacent oral and nasal epithelium excluded the RR below the level of the apical junctional complex. In the absence of RR, a dense material was observed in the most superficial intercellular spaces of the prefusion region. Many superficial cells in the area were in various stages of necrosis. The combination of degenerating surface cells and an accumulation of a poly-anionic substance such as glycoprotein may facilitate epithelial adherence between opposing human palatal processes.