Background and Methods The early embryogenesis of the lesser bulldog bat, Noctilio albiventris (family Noctilionidae), was examined histologically in 59 pregnant females collected from a reproductively synchronized population in Colombia. Results Early blastocysts of Noctilio are unusual in lacking a typical inner cell mass. Instead, cells inside of the trophoblast are dispersed for a period as a monolayer. A typical inner cell mass (ICM) only forms and becomes properly oriented after the initiation of implantation. Several features of Reichert's membrane in this species are also noteworthy: it develops between the ICM and trophoblast and between the parietal endoderm and trophoblast; it becomes linked to a meshwork of basal laminalike material that extends into the ICM; and it appears to be continuous, or fused, with prominent basal laminae that develop within the cytotrophoblastic villi that radiate throughout the preplacenta. Amniogenesis occurs by cavitation and converts the ICM into a hollow epiblastic vesicle. Gastrulation commences before this vesicle exhibits obvious differentiation into an embryonic shield and amniotic ectoderm. Conclusions Because development and proper orientation of a typical ICM in Noctilio occur after the initiation of implantation, these may involve the migration of cells on the interior of the blastocyst and/or an unusual method of early endoderm differentiation. The possibility exists that epiblast, endoderm, and cytotrophoblast may all contribute to the secretion of Reichert's membrane in this bat. Although the early embryogenesis of Noctilio exhibits many similarities to that in phyllostomid bats, substantial differences also exist between these closely related species. © 1996 Wiley-Liss, Inc.