Cell production in the medial and lateral ganglionic eminences in pre- and post-natal mouse brains was studied by recording the number, location and plane of cleavage of mitotic figures. The site of maximum cell production shifted progressively from the ependymal layer to an adjacent sub-ependymal proliferative compartment. In the latter, mitosis occurred without the nuclei participating in the migratory movement to the ventricular surface which is characteristic of the nuclei of the ependymal compartment. The sub-ependymal compartment persisted vestigially into post-natal life as the well known sub-ependymal layer.