Formation of scales in different body regions of embryonic alligators is described using light and electron microscopy. Transformation of the skin surface to produce scales takes place between stages 19 and 23, after which the shape of scales is complete over most of the embryonic surface. Scalation is not synchronous; different regions develop scales at different rates. Initially scales are formed on the back and dorsal side of the proximal tail and appear as undulations of the epidermis which form symmetrical (bumps) or asymmetrical (serrated) scale anlagen. No dermal condensations are apparent beneath the epidermis, although in some areas of the skin (belly, limbs) mesenchymal cells are more numerous within the bumps than in other areas. At stage 21, scalation has spread to the neck and belly but is absent or poorly developed over most areas of the flank, gular, jaw, limb and head regions. Grooves form between the outer edges of adjacent scales or interbump regions. A superficial denser dermis and a reticulated deep subdermis are visible in many scales from stage 21. The dermis forms a superficial loose and a deep dense layer from stage 22. Both loose and deep dermis, and sometimes the deep reticulate subdermis, move towards the surface to form the dermal core of scales, although the mechanism of this movement is not known. Bundles of collagen fibrils, with almost no elastic fibrils, are progressively deposited, especially in the denser dermis. At stage 22, the flank, gular and proximal areas of limbs form scales, but the head, jaw, distal limbs and digits still lack scales. The digits become scaled at stage 23 when scalation is well advanced in the other regions. By stage 24 most of the body is scaled and subsequent scale modifications occur only by growth. Five main types of scales are recognized by their shape: symmetrical scutes, asymmetrical scutes, overlapping scutes, tuberculate scales, and elevated asymmetrical scutes (tail verticils). Pigmentation, mainly due to epidermal melanocytes, is visible at embryonic stage 23 and progresses through stages 24 and 25.