Most embryological studies of lampreys in the Great Lakes have been conducted with filtered water from Lake Huron. Although this water was entirely satisfactory for the earlier work, the present need for knowledge of the effects of various compounds on embryological development requires that the initial medium be sterile. The purpose of the present study was to determine whether sea lamprey embryos could be successfully reared in distilled water. Mature sea lampreys were collected from the Ocqueoc River, Presque Isle County, Michigan, and transferred to the Hammond Bay Biological Station where eggs were stripped and fertilized according to the method of Piavis. After activation was ascertained to be 90-100% complete, the embryos were washed 3-5 timesexperimentals with commercially obtained U.S.P. distilled water and controls with filtered Lake Huron water.