From these studies the fetal omentum appears to be an important site of B-cell generation in humans and a source of CD5 B cells in mice. We have analyzed the fetal omentum in other species and have found that B-cell development as determined by the presence of cytoplasmic IgM+ pre-B cells is also detected in the fetal rabbit omentum. We do not know if there is bias towards the production of CD5 B cells in this species; however, these preliminary results demonstrate that this site may be conserved throughout evolution in mammals as a site of B-cell generation. Because the fetal liver is also a source of precursors that can reconstitute this B-cell subset, what is the relationship between omentum and liver during the development of Ly-1 B cells? The most obvious relationship between these two sites is that cells simply migrate from one location to the other; that is, precursor cells may migrate from the fetal liver into the fetal omentum and in this milieu give rise to exclusively Ly-1+ B cells or the sister population. Alternatively, precursors of Ly-1 B cells may arise in the omentum and migrate to the liver. This is demonstrated graphically in the diagram (Fig. 6a) of a transverse section through an 8-week human fetus. In this paper, however, we suggest a model for the development of Ly-1+ B cells from the omentum and liver in which Ly-1 B cells arise from distinct precursors located in situ in the mesodermally derived omentum and mesothelial-derived liver capsule. The omentum primordia forms as the back to back fusion of the mesodermally derived lining of the peritoneal cavity, and this lining surrounds the developing gut when the liver begins to develop as an outgrowth of the intestinal primordia at approximately 3.5 weeks gestation; the outer covering or capsule of the liver is derived from the same tissue of origin as the omentum. Figure 6B is a diagram of a section through the same plane as Figure 6A but the body wall has been omitted. We propose that the Ly-1+ B cells arise in situ in the omentum and lining of the liver as indicated in Figure 6B. That Ly-1+ B cells arise from distinct precursors has been suggested by others, but ours is the first evidence for a developmental site that apparently contains B-cell progenitors for this B-cell subset.