Partitioning of the first-order olfactory neuropil into glomeruli in the developing brain of the moth Manduca sexta occurs only in the presence of olfactory sensory axons and appears to be mediated by changes in glial cells (Oland et al.: J. Neurosci., 8:353-367, 1988). The arrival of sensory axons in the brain triggers changes in glial shape and position that lead to the formation of a glial scaffolding for the developing glomeruli. The presence of mitotic figures in glial cells at stages before glomeruli emerge (Oland and Tolbert: J. Comp. Neurol., 255:196-207, 1987) suggested that glial proliferation might also contribute to the formation of the glomerular envelopes. To determine whether glial proliferation is induced by olfactory axons, we have used 3H-thymidine to label dividing cells before, during, and after the formation of glomeruli and have compared the patterns of proliferation in normal and chronically unafferented olfactory neuropils. We found significant differences in mitotic indices only after glomerular walls had been established, indicating that the sensory axons induce the formation of glomerular envelopes primarily via the changes in glial morphology and distribution, not by stimulating glial proliferation.