To establish the time course and major features of the development of the optic nerve and chiasm in the embryonic rat, the growth of axons from the retina to the brain has been studied by light and electron microscopy. On embryonic day 14 (E14), the first axons are generated by retinal ganglion cells. Fascicles of axons can be detected in the optic stalk at E14.5 and in the diencephalon by E15.0. In the vitreal retina and optic fissure, large extracellular spaces resemble the oriented channels previously described in the mouse. They form approximately 12 hours before the invasion of optic axons and contain hyaluronic acid. In the optic stalk and diencephalon of the rat, similar spaces are not present, but the timed autolysis of neuroepithelial cells could provide a pathway of minimal resistance for the earliest axons. Degenerating cells are prominent in the ventral stalk and rostral diencephalon prior to the arrival of the first optic axons that preferentially invade these regions. The role of pigment in the development of visual pathways is controversial. In one strain of rat, Manchester Hooded, the retinae are heavily pigmented, but little pigment is seen at any stage in the stalk; in albinos, pigment is absent from both retina and stalk. However, the distribution of axons within the developing optic stalk is very similar in both strains, suggesting that the reduction in size of the ipsilateral pathway observed in the albino rat compared with the Manchester Hooded is not due to a lack of pigment in the optic stalk early in development. Several factors previously reported to contribute to the development of retinotopic order in other species are also present in the rat. These include the sequence in which axons grow into the stalk, and fasciculation. Intermembranous contacts observed between growth cones and adjacent tissues suggest one mechanism by which fasciculation occurs. A small group of fascicles, which may represent the ipsilateral projection, diverges from the crossing fibers on E15.5, without evidence of being deflected by any glial or other structures.