Blood cell types of the sea lamprey, Petromyzon marinus, are described and identified and the lineage of mature circulating cells in peripheral blood is traced to blast cells in the hematopoietic fat body. The fat body appears to be the phylogenetic precursor of bone marrow in higher forms, since blood cells originate and begin maturation in this tissue. Experimental animals were injected first with a hematopoietic stimulant and then (at an experimentally determined time) with pertussis vaccine to release proliferated blood cells into peripheral blood. Peripheral blood for smears was collected by cardiac exsanguination; hematopoietic tissue was extirpated for imprints; and leucocyte preparations were made by a special technique. Blood cells of the sea lamprey are apparently products of at least four distinct blast cells, each of which has a 'one end' maturation process. Results of this investigation support the polyphyletic theory of blood cell formation.