The elasmoid scales of the cichlid fish, Hemichromis bimaculatus, are localized within dermal pockets, the floors of which are separated from the stratum compactum by uninterrupted cellular sheets, the scale-pocket linings (SPL). TEM study of the fry skin shows that the SPL cells originate from the cell population constituting the dermal papilla of the scale. The upper-layer cells of the papilla, close to the epidermal-dermal junction, differentiate into scleroblasts that, subsequently, form the scale-bag, while the inner-layer cells, close to the stratum compactum, constitute a bi-layered sheet, the SPL. The SPL cells are joined one to another by numerous desmosomes and their cytoplasm is filled principally by microfilaments and free ribosomes. The SPL is also characterized by the presence of a basement membrane on its two faces. When a scale is experimentally pulled off, the scale-forming cells are removed with the dermis and the epidermis covering the free region of the scale, but the SPL is not damaged and epidermal fragments remain at the posterior edge of each scale-pocket. The epithelial cells migrate, from the epidermal fragments, on an extracellular matrix situated on the surface of the SPL, and the wound is closed from 3 to 6 h after scale removal. The scale-regenerating cells differentiate from the upper-layer cells of the SPL, initially in the central region of the scale-pocket where epithelial cells first contacted the SPL surface. Consequently, it is shown that scale-forming cells and scale-regenerating cells are derived from the same ontogenetic population, the dermal papilla.