Morphogenetic events are described which characterize early stages of the interaction between mesenchyme and expanding epithelial cell cords derived from the hepatic endodermal diverticulum in the C57BL/6J mouse. This interaction culminates in the differentiation of hepatic epithelial and hematopoietic tissues. No basement membrane separates the presumptive hepatic epithelial cells from the adjacent mesenchyme, while intercellular attachments, both adherent junctions and desmosomes, are established transiently between heterologous cell types across this epithelio-mesenchymal interface. Yolk sac-derived erythroblasts found in the primitive liver are distinguished morphologically from endogenous hepatic erythroid cells; they are confined to the vascular compartment and are not, apparently, precursors for hepatic erythropoiesis. The earliest recognizable endogenous hepatic hematopoietic cells appear, extravascularly, among those mesenchymal cells in intimate contact with the endodermal epithelium between the 10¼ and 10½ gestational day. Definitive erythropoiesis commences between the 10½ and 11th fetal days. The ultrastructure of these primitive hepatic erythroid cells (proerythroblasts) and their transition to more mature forms (basophilic and polychromatophilic erythroblasts) are described.