During embryonic development the medial part of the somite disorganizes or breaks up into sclerotomal cells which, according to many published reports, migrate medially to surround the notochord. The purpose of the study was to determine whether these cells actually migrate medially toward the notochord. Distances were measured between the notochord and the adjacent neural tube and the somite or its remnant during the period of somite disorganization. Serially sectioned, normal 10.5- to 13.5-day (d) rat embryos were used. Only transverse sections through the middle of the fourth cervical (C-4) body segment were measured, corresponding to the level of somite No. 8 (10.5 d) or its dermatomyotome remnant (10.5-11.5d) or spinal nerve C-4 (12.5-13.5d). Measurements were taken at six stages from photographic montages, all of which were made at precisely the same magnification. The notochord was the central axial structure from which the measurements were determined. The changes in distance show that during the period of somite breakup the neural tube grows dorsally, away from the notochord which lies adjacent to its ventral surface. Simultaneously the somite remnant moves laterally and dorsally, all the while maintaining its position relative to the overlying ectoderm and leaving behind a trail of sclerotomal cells. Also at each stage cell counts were made on the medial sclerotomal region of the C-4 segment. The average counts reveal that not only does the total number of cells increase substantially over the three-day period (42-7,546), but also the total number of mitoses (3.5-200), while the mitotic index decreases (9.0-2.7). High proliferative activity is apparent in the medial sclerotomal cells throughout the 3-day period. The evidence supports the conclusion that local proliferation of the trailing cells, which were left by the somite remnant as it moved dorsolaterally, causes the subsequent increase in density of the perichordal tissue, rather than an influx of migrating cells. Instead of sclerotomal cells migrating medially toward the notochord, the present study suggests that these cells retain their position relative to the notochord or central axis and that the medial sclerotomal region forms as a result of the growth movements of the surrounding structures.