Thrombi with newly formed vessels in thirteen human umbilical arteries were studied. Red blood cells formed masses which were covered by fibrin within twelve hours after birth. By the second day, the intima including endothelial cells was denuded. In the junctional area between the thrombi and the original intima on the sixth day, red blood cells were surrounded by endothelial-like cells, which displayed junctional complexes and did not show any connection with intact endothelial cells. These cells also exhibited filaments with fusiform densities, suggesting a probable origin from vascular smooth muscle cells. Examination of older specimens indicated that these were precursor structures of functional capillaries found in mature thrombi.