Differentiation of the Reissner's membrane (membrana vestibularis) is described in precisely dated guinea pig fetuses. In newborn and adult animals, the Reissner's membrane consists of two layers of flat cells, an epithelial one and a mesenchymal one, separated by a basement membrane. The epithelial part develops from the initially simple columnar epithelium of the upper wall of the cochlear duct. The mesenchymal part arises from the embryonic connective tissue, which in early developmental stages occupies the space of the later scala vestibuli. The studies show that during fetal life, a mixture of the endolymph of the cochlear duct with the perilymph of the scala vestibuli is prevented by zonulae occludentes between the epithelial cells of Reissner's membrane. On the other hand, even at an early stage an exchange of material between the two fluids is to a small extent possible by means of cytopempsis through the cytoplasm of the epithelial cells.