Fine structural observations have been made in the 11-day embryonic mouse of exocrine cells in pancreatic epithelium developing in tissue culture transfilter from salivary gland mesenchyme of the 13-day embryonic mouse. After 2 days in culture, the exocrine cells show increased cytoplasmic density, abundant ribosomes in aggregate or "rosette" form, and expanded profiles of rough-surfaced endoplasmic reticulum. After 3 and 4 days in culture, the cells exhibit continued expansion of the profiles of endoplasmic reticulum, increased amounts of Golgi membranes, and large areas of light density (prozymogen granules). After 5 days in culture, dense zymogen granules are present in the most highly differentiated cells. In addition, at the filter-epithelial surface, at 2 days, small fibers can be discerned which, after 4 days in culture, show obvious periodicity and are thought to be collagen. The significance of these changes, in relation to the mesenchymal effect, to the onset of specific synthesis and to the stabilization of differentiation is discussed.

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