We have determined the asymmetric distribution of two aminophospholipids phosphatidylethanolamine and phosphatidylserine in the plasma membrane of chick embryo fibroblast and myoblasts. Right-side-out membrane preparations were incubated with two different amidating reagents, trinitrobenzenesulfonate and isethionylacetimidate, under nonpenetrating conditions. Inside-out membranes were incubated with trinitrobenzenesulfonate. In fibroblasts, the similar plateau values suggested that 35% of the phosphatidylethanolamine and 20% of the phosphatidylserine is externally disposed. These values agree with previous measurements on fibroblast plasma membranes. In myoblasts, however, labelling plateaux were achieved which suggested that 65% of the phosphatidylethanolamine and 45% of the phosphatidylserine is externally disposed. This represents a 2-3-fold increase in potentially fusogenic lipids on the external leaflet of the plasma membrane. This unique distribution of aminophospholipids in myoblasts extends through the stage of development during which myoblasts become competent to fuse and form myotubes in culture. Two inferences may be drawn from these results. First, the external concentration of aminophospholipids in myoblasts is enriched significantly over that of fibroblasts or erythrocytes. This orientation may contribute to its fusion competence. Second, although large amounts of externally disposed aminophospholipid may be necessary for myoblast fusion, they do not confer fusion competence.