ABSTRACT By means of SEM we have examined spreading and adhesive behavior of cells isolated from superficial and deep regions of germ layers from blastula to late gastrula in Rana pipiens embryos. Each of the cell populations sampled show adhesive and spreading characteristics distinctive for each region and stage which we interpret as demonstrating the following: From blastula through late gastrula, cells from each region have already acquired the ability to express surface morphologic and adhesive features independently of their association with their neighbors, i.e. autonomously. The distinctive spreading and adhesive characteristics for each tissue sub-population suggest kinetic properties seemingly related to their in vivo morphogenetic movements, epiboly or invagination. The appearance within germ layers of two subpopulations between blastula to mid-gastrula, suggests early intratissue inductive interactions. The outermost, superficial cells from each germ layer show proximal and distal surface differences which may reflect adhesive differentials as postulated by Steinberg (1970) for presumptive ectoderm cells. With the exception of superficial cell proximal and distal differentiation, freshly disaggregated cells do not show morphologic characteristics seen in corresponding cells spreading for one hour.