Oviposited eggs of Eumeces fasciatus contain embryos in the limb bud stage. Amniogenesis is complete and two yolk sac membranes, vascular trilaminar omphalopleure (choriovitelline membrane) and bilaminar omphalopleure, enclose the yolk vesicle. A small allantoic vesicle contacts the chorion. The choriovitelline membrane is the primary vascular system. Blood islands, sites of hematopoiesis, are associated with omphalomesenteric vessels of the choriovitelline membrane. The bilaminar omphalopleure, which contacts the eggshell over the abembryonic hemisphere of the egg, lies external to an isolated yolk mass and yolk cleft and is not vascularized. The definitive yolk sac (splanchnopleure) is formed when the extraembryonic coelom and allantoic vesicle intrude into the choriovitelline membrane. Omphalomesenteric vessels are retained with the yolk sac splanchnopleure and the associated hematopoietic sites are present throughout incubation. The chorioallantoic membrane reaches the equator of the egg, entirely supplanting the choriovitelline membrane, after 25% of incubation is completed. Further growth of the allantois is stalled until 65% of incubation is completed when rapid expansion of the allantoic vesicle, in conjunction with resorption of the isolated yolk mass, supplants the bilaminar omphalopleure. As a result, the chorioallantoic membrane completely envelops the egg for the final 35% of incubation. This developmental event is coincident with published reports for the timing of increased growth and metabolism of embryos. As the isolated yolk mass regresses, intravitelline cells associated with the yolk cleft invade and resorb the yolk to form a large cavity. The wall of this cavity is a germinal epithelium that produces cells that fill the cavity. This structure appears to be a site of hematopoiesis previously undescribed in vertebrates.