The fine structure of the first erythroid cells in the embryonic circulation of the rainbow trout and new erythroid cells appearing after hatching was examined by scanning and transmission electron microscopy. The first erythroid cells in the embryos, where circulation has just begun, are very immature in ultrastructural characteristics; they are spherical, relatively large, and contain a large nucleus with diffuse chromatin and numerous free ribosomes mostly occurring as polyribosomes. The cells divide in the circulatory system. As development proceeds, the entire population undergoes a synchronous maturation, i.e., transformation into round and flat discs, progressive heterochromatization, reduction in number of cytoplasmic organelles, especially of ribosomes, and a concomitant increase of hemoglobin content. The fully mature first erythroid cells persist until after hatching and are gradually replaced by a new population of erythroid cells which begin to appear in the circulatory system within a few days after hatching. The new cells are at first small and spherical, and show immature ultrastructural features, but no dividing cells were encountered. The cytological changes accompanying maturation are almost parallel to those seen in the first class of erythroid cells. In the circulatory system of fry, where yolk absorption has just been completed, almost all the erythroid cells are mature. These cells are uniformly flat and elliptical discs. The differences in ribosome numbers in electron micrographs of erythroid cells from different stages of development are also consistent with the existence of two series of erythroid cell maturation in the peripheral blood of the developing rainbow trout.