Apparently primitive rhipidistian characters in _Hesperoherpeton_ are: Braincase in two sections, posterior one containing an expanded notochordal canal; lateral series of mandibular bones closely resembling that of _Megalichthys_, as figured by Watson (1926); tabular having long process probably articulating with pectoral girdle; lack of movement between head and trunk correlated with absence of occipital condyle; sensory pits present on frontal and squamosal. Although we are unable to separate, by sutures, the vomers from the palatines, the palatal surface of these bones and of the pterygoids is studded by numerous small teeth, as in Rhipidistia (Jarvik, 1954) and some of the early Amphibia (Romer, 1947). The stapes apparently reaches the quadrate, and could therefore serve in hyostylic suspension of the upper jaw. The pectoral limb has an axial series of bones carrying hooklike flanges on their posterior edges. The other bones of the limb show little modification of form beyond the nearly flat, aquatic type seen in Rhipidistia. No distinct elbow or wrist joints are developed. Characters of _Hesperoherpeton_ common to most primitive Amphibia, in contrast with Crossopterygii, are: Nares separated from edge of jaw; stapes having external process that may have met a tympanic membrane, thus giving the bone a sound-transmitting function. Apparently none of the opercular series was present. There are two large palatal teeth, slightly labyrinthine in character, adjacent to each internal naris. The scapulocoracoid, as shown by Peabody (1958), is Anthracosaurian in structure, as are the long-stemmed clavicles. The limbs have digits rather than fin-lobes, although the digital number apparently is four and the number of bones in the manus is less than would be expected in a primitive amphibian. The vertebrae are similar to those of Ichthyostegids, as described by Jarvik (1952), except that the pleurocentra are much larger. In addition to this remarkable combination of crossopterygian and amphibian characters, _Hesperoherpeton_ is specialized in certain features of the skull. The orbits are much enlarged, probably in correlation with the diminutive size of the animal, and this has been accompanied by loss of several bones. The frontal and squamosal nearly meet each other, and both form part of the rim of the orbit. The bones of the posterior part of the dermal roof are greatly reduced, and there is none behind the squamosal except the projecting tabular; there is no indication of quadratojugal, jugal, intertemporal or postparietal. The foramen magnum is enormous. The external surfaces of the bones of the skull are nearly smooth.