Basement membranes (BMs) are specialized extracellular matrices which have important roles in cell attachment, migration, growth, and differentiation. The major components of these matrices include type IV collagen, laminin, entactin, and heparan sulfate proteoglycan. The framework or scaffold of BMs has been proposed to be type IV collagen (Yurchenco et al., 1986, J. Histochem. Cytochem., 34:93–102). However, a murine teratocarcinoma cell-line, M1536-B3, has been described which produces an extracellular matrix (ECM) composed of some of the known components of BM, e.g., laminin, entactin, and sulfated proteoglycan, but lacking type IV collagen (Chung et. al., 1979, Cell, 16:277–287). With the use of morphological techniques, we have found that the ECM assembled by these cells is composed of multiple layers of electron-dense cords arranged in an interweaving meshwork with short 2–4 nm-diameter cylindrical rods embedded throughout. This organization closely resembles that reported for naturally occurring BMs, e.g., Reichert's membrane (Inoué et al., 1983, J. Cell Biol., 97:1524–1537). The previous identification of known in vivo BM components in M1536-B3 ECM and the correspondence in morphological appearance of M1536-B3 ECM with that present in naturally occurring BMs suggests that a BM-type of ECM can be assembled without a type IV collagen framework, thus indicating that other components of BMs have a critical role in BM organization and assembly.