The tarsometatarsal skin from 13-day-old chick embryos was treated with EDTA and/or Dispase to separate it into epidermis and dermis, and the basal lamina was removed. The isolated epidermis and dermis were then recombined and cultured on Millipore filters in a chemically defined medium (BGJb). Beginning at 3–4 days after recombination, short fragments of new basal lamina and subbasal dense plaque were formed along the epidermal basal cell outer surface immediately subjacent to hemidesmosomes. After 6–8 days of culture, fragments of the basal lamina started to fuse together and the lamina became progressively continuous. At the same time, anchoring fibrils were formed to attach to the basal lamina. The hemidesmosome formation preceded the basement membrane formation. When normal embryonic epidermis was recombined with retinolpretreated dermis and cultured for 7 days in BGJb, short fragments of the basal lamina, the subbasal dense plaque, and anchoring fibrils were formed, but the basement membrane remained discontinuous with many interruptions in the interspace between hemidesmosomes. These results demonstrate that pretreatment of dermis with retinol causes the changes noted in the basement membrane.