In Xenopus laevis tadpoles, between stages 44 and 49 (Nieuwkoop & Faber, 1956), the primordial germ cells (PGCs) migrate from the dorsal mesentery of the gut to the site of the presumptive GD gonadal ridge. This paper describes the process at the light- and electronmicroscope levels. The PGCs in the mesentery, which at first are very large and yolk-laden, seem to lie entirely within the cellular matrix of the mesentery, although this is not obvious in light micrographs. Where the PGCs bulge out into the coelomic cavity, they stretch the somatic cell covering to a thin, cytoplasmic layer. The somatic cells of the mesentery are held together around them at this stage by well-differentiated desmosomes. At this, and subsequent stages, the PGCs have cytoplasmic processes, roughly the size of microvilli, which are irregularly distributed over their surfaces, and which are inserted between surrounding somatic cells. Whether these processes play any role in locomotion or exploration of the substrate is uncertain. As the PGCs move laterally from the root of the mesentery to the presumptive gonadal ridge, the coelomic lining cells which cover them, initially with a very thin squamous layer, differentiate to form the cuboidal cells of the germinal epithelium. Several interesting ultrastructural features of these cells, and the PGCs, are described, particularly in the light of their surface interaction. In the light of the morphological data presented here, particularly of the cell surfaces involved, we conclude that both active locomotion by the PGCs and passive movement by the morphogenetic movements of the cells around them contribute to the establishment of the early gonadal ridge.