Abstract: This paper discusses the possibility of retrieving the electron distribution (with highlighted valence electron distribution information) of materials from recorded HREM images. This process can be achieved by solving two inverse problems: reconstruction of the exit wave and reconstruction of the electron distribution from exit waves. The first inverse problem can be solved using a focal series reconstruction method. We show that the second inverse problem can be solved by combining a series of exit waves recorded at different thickness conditions. This process is designed based on an improved understanding of the dynamical scattering process. It also explains the fundamental difficulty of obtaining the valence electron distribution information and the basis of our solution.