The dynamic behaviour of cells during formation of the notochord in the ascidian, Ciona intestinalis, was examined by means of Differential Interference Contrast (DIC) microscopy and time-lapse videorecording. The initial rudiment is formed in part as a consequence of the pattern of mitotic divisions as the blastopore shifts posteriorly. Vertical and horizontal rearrangements produce an elongate rod of disc-shaped cells stacked end to end. Further elongation is accompanied by a cell shape change. Some cell growth or swelling is indicated to occur later in development, but this growth appears to contribute mostly to an increase in the diameter, and only insignificantly to the length of the notochord. Intracellular vacuoles that appear around 13 h after fertilization increase in size and fuse at about 16 h form intercellular ones. These in turn merge to form the central matrix core of the notochord at around 18 to 20 h. As the notochord elongates and cells change in shape, the basal surfaces bleb actively. This surface activity may be related to formation of the perinotochordal sheath.