Under suitable conditions rat dorsal root ganglia differentiate and myelinate in culture, providing an organotypic model of the ganglion (8). Mature cultures of this type were irradiated with a 40 kR dose of 184 kvp X-rays and, after daily observation in the living state, were fixed for light and electron microscopy. Within 24 hr after irradiation, numerous Schwann cells investing unmyelinated axons acutely degenerate. The axons thus denuded display little change. Conversely, few ultrastructural changes develop in Schwann cells investing myelinated axons until after the 4th day. During the 4-14 day period, these Schwann cells and their related myelin sheaths undergo progressive deterioration. Associated axons decrease in diameter but are usually maintained. Myelin deterioration begins as a nodal lengthening and then progresses along two different routes. In intact Schwann cells, fragmentation of myelin begins in a pattern reminiscent of Wallerian degeneration, but its slow breakdown thereafter suggests metabolic disturbances in these Schwann cells. The second pattern of myelin deterioration, occurring after complete degeneration of the related Schwann cell, involves unusual configurational changes in the myelin lamellae. Atypical repeating periods are formed by systematic splitting of lamellae at each major dense line with further splitting at the intraperiod line (Type I) or by splitting in the region of every other intraperiod line (Type II); some sheaths display a compact, wavy, inner zone and an abnormally widened lamellar spacing peripherally (Type III). Extensive blebbing of myelin remnants characterizes the final stages of this extracellular myelin degradation. These observations provide the first description of ultrastructural changes produced by ionizing radiation in nerve fascicles in vitro.