We have studied the morphological alterations of neurons in the nuclei of the horizontal (NHL) and vertical (NVL) limbs of the diagonal band of Broca of rats from late embryonic life to maturity using the Golgi-Stensaas and Golgi-Cox methods. During late embryonic life and in the first postnatal days, the two nuclei of the diagonal band of Broca were found to be located near the ventral surface of the brain. Shortly thereafter, neurons in the NHL and NVL gradually take up the positions which they normally occupy in adulthood. At this stage neurons were small with round or elongated somata and 1-3 primary dendrites that only occasionally bore spines and very seldom showed varicosities, features commonly shown by neurons at later postnatal ages. At birth, cells showing varying soma shapes and dendritic morphology were present, and by postnatal day 4 (P4) the three forms of neurons previously described in adult rats (Dinopoulos et al., J. Comp. Neurol., 272 (1988) 461-474) were readily distinguished. During the second postnatal week, the size of cell somata as well as the number, size and extent of dendritic branching underwent considerable increases in both nuclei and at P14 neurons showed features typical of their adult counterparts. In addition they showed a dramatic increase in the number of spines which was followed during the next 10 days by a substantial decrease. Overall, the dendritic geometry of neurons in the NHL and NVL did not change significantly after P14, although their cell bodies continued to increase in size until the middle of the fourth and fifth postnatal weeks respectively. These findings suggest that neurons in the nuclei of the diagonal band of Broca show continuous growth from embryonic life to the end of the second postnatal week when they acquire morphological features comparable to the adult. Thereafter they exhibit only minor morphological alterations with the exception of extensive spine elimination which is pronounced during the third postnatal week and continues until adulthood.