Yolk sacs from dogs at 40, 50, and 60 days of gestation were examined by electron microscopy. Free ribosomes, mitochondria, and rough endoplasmic reticulum (rER) are more prominent in both endoderm and mesothelium at 40 and 50 days than at 60 days, suggesting a greater synthetic capacity at the earlier stages. Smooth endoplasmic reticulum (sER) and glycogen are also present in greater amounts in the endoderm in the earlier stages. In the mesothelium, however, low amounts of sER and glycogen are consistently present. Certain possibilities relative to the nature of the synthetic activities in these two tissues are discussed. Large amounts of smooth-surfaced vesicles were observed along the basal edges of the 60-day mesothelium; they are indicative of transport processes occurring at this time. As gestation proceeds, in both endoderm and mesothelium, the Golgi complex remains well developed, there are more numerous lysosomelike bodies, and bundles of intermediate filaments either increase or become more diffused. In some endoderm cells at 60 days, large vacuoles and dense glycogen deposits were noted. These observations indicate that degenerative processes are gradually occurring in the endoderm and mesothelium as parturition draws near. Erythropoiesis occurs in the mesenchyme at 40 and 50 days. At 40 days also, segments of endothelium were seen within blood islands, indicating that the endothelial lining of some yolk sac vessels differentiates from cells located in the interior of such islands.