To review the data on the origins, phenotype, and function of embryonic phagocytes that has accumulated over past decade. Most of the relevant articles were selected based on the PubMed database entries. In additional, the Interactive Fly database (http://sdb.bio. purdue.edu/fly/aimain/1aahome.htm), FlyBase (http://flybase.bio. indiana.edu:82/), and TBase (http://tbase.jax.org/) were used to search for relevant information and articles. Phagocytes in a vertebrate embryo develop in two sites (yolk sac and liver) and contribute to organogenesis in part through their ability to recognize and clear apoptotic cells. Yolk sac-derived phagocytes differ in differentiation pathway and marker gene expression from macrophages produced via classic hematopoietic progenitors in the liver. We argue that yolk sac-derived phagocytes constitute a separate cell lineage. This conclusion raises the question of whether primitive phagocytes persist into the adulthood.