It has been proposed that the subepicardial mesenchymal cells (SEMC) originate from the primitive epicardium and also from migration of extracardiac mesenchyme from the liver area. We have studied the possibility of an origin of SEMC through transformation of the proepicardial mesothelium, as well as the potential of the early proepicardium to generate epicardium and SEMC in quail–chick chimeras. The study was carried out in quail and chick embryos between HH16 and HH29 stages. Most proepicardial cells, mesothelial as well as mesenchymal, were cytokeratin and vimentin immunoreactive, suggesting a cytoskeletal shift from the epithelial to the mesenchymal type. Furthermore, we immunolocated, in the proepicardial mesothelium, three proteins specifically expressed during the endothelial–mesenchymal transition of the endocardial cushions, namely the JB3/fibrillin-associated antigen, the ES/130 protein and the smooth muscle cell α-actin. Grafts of proepicardial tissue from HH16–17 quail embryos into chick embryos of the same age originated large areas of donor-derived epicardium, including mesothelial, mesenchymal, and vascular cells. The donor-derived primitive epicardium showed segment-specific features, being squamous and adhered to the myocardium on the atrial wall and showing morphological signs of ingression in the atrioventricular groove and outflow tract. These morphological traits together with the distribution of vimentin, the ES/130 protein, and the JB3/fibrillin-associated antigen suggested a localized transformation of some epicardial mesothelial cells into mesenchyme. Most of the donor-derived cells, mesothelial and mesenchymal, showed the vascular marker QH1, which frequently colocalized with cytokeratin. Heterotopic grafts of quail splanchnopleura into the pericardial cavity of chick embryos originated a squamous, epicardial-like, cytokeratin-immunoreactive cell layer on the heart surface, as well as a few QH1+subepicardial and intramyocardial cells. The results suggest that a substantial part of the subepicardial mesenchyme, including the progenitors of the cardiac vessels, originates from the transformation of proepicardial and epicardial mesothelial cells into mesenchyme, and that the epicardial transition could be driven by a segment-specific myocardial signal.