Chick embryonic retina was examined in order to investigate morphological changes of the apical portion of retinal pigment epithelial (RPE) cells. Whole retina and RPE sheets were observed by fluorescence microscopy (rhodamine-phalloidin preparation) and transmission electron microscopy. Photoreceptor cells had no inner and outer segments on the 8th day in ovo. The inner segments have been formed on the 15th day and the outer segments on the 19th day. RPE sheets had short and blunt apical processes on the 8th day, elongated and slender ones on the 15th day, and well-developed and melanin-containing processes on the 19th day. RPE of the 19th day had numerous bundles of actin filaments associated with melanin pigments in the basal portion of the apical processes and in the apical cytoplasm. In rhodamine-phalloidin preparations, intense fluorescence was localized in the RPE apical processes and cytoplasm on the 19th day. We concluded that RPE apical processes develop in accordance with the photoreceptor development.