This study is concerned with contact and intercellular relationships of dissociated embryonic chick cells comingled with Ehrlich ascites tumor cells and aggregated by the rotation procedure. The capacity of the anaplastic malignant cells to become included in aggregates with embryonic cells was restricted to a variant fraction of this particular ascites tumor, comprising approx. 40 to 60 per cent of the respective tumor cell populations employed. The ability of these variant cells to adhere slightly to embryonic cells accounted for the effects on aggregation and histogenetic regrouping of embryonic cells in suspensions with tumor cells. The special properties of this tumor cell fraction were also evidenced by their capacity to form multicellular clusters in the absence of embryonic cells; however, these were seen macroscopically, only after an adaption period of at least 3 to 4 days in the rotating flask cultures. In the composite aggregates there was an impairment of the sorting out process and of the formative grouping of embryonic cells. This was not only due to the activity of the tumor cells, but also to the properties of the embryonic cells, particularly, to their adhesiveness relative to the tumor cells. This also varied with the type, activity and state of preservation of the embryonic cells. The tumor cells established preferential adhesions with the mesenchymal cells, particularly with the young, connective tissue elements. The tumor cells tended to form groupings within the stromal tissue components in the various types of composite aggregates that were studied. The frequency of inclusion of the tumor cells within reconstructed epithelial tissue was low; when it occurred, it probably represented changes in the surface properties of the epithelial cells due to the decline in viability or experimental treatment. The rate of processes involved in histogenetic regrouping and the effectiveness of histodifferentiation varied with the concentration ratio of EAC and embryonic cells in the original suspension mixture and the combinations of the cell populations. Histogenetic regrouping of reaggregating embryonic cells depended on critical, proportionate concentrations of the various embryonic cells and the tumor cells in the early phases of the process. The reconstructed tissue provided a microenvironment in which small numbers or even single tumor cells became established and could proliferate.