Early embryonic development in Drosophila melanogaster is marked by a series of thirteen very rapid (10-15 min) and highly synchronous nuclear divisions, the last four of which occur just beneath the embryo surface. A total of some 6000 blastoderm nuclei result, which are subsequently enclosed by furrow membranes to form the cellular blastoderm. We have examined the fine structure of nuclear division in late syncytial embryos. The mitotic spindle forms adjacent to the nuclear envelope on the side facing the embryo surface. During prophase, astral microtubules deform the nuclear envelope which then ruptures at the poles at the onset of prometaphase. The nuclear envelope remains essentially intact elsewhere throughout mitosis. A second envelope begins to form around the nuclear envelope in prometaphase and is completed by metaphase; the entire double layered structure, referred to as the spindle envelope, persists through early in the ensuing interphase. Pole cell spindles are enclosed by identical spindle envelopes. Interphase and prophase nuclei contain nuclear pore complexes (PCs) of standard dimensions and morphology. In prometaphase PCs become much less electron-dense, although they retain their former size and shape. By metaphase, no semblance of PC structure remains, and instead, both layers of the spindle envelope are interrupted by numerous irregular fenestrae. PCs are presumably disassembled into their component parts during mitosis, and reassembled subsequently. Yolk nuclei remain among the central yolk mass when most nuclei migrate to the surface, cease to divide, yet become polyploid. These nuclei nonetheless lose and regain PCs in synchrony with the dividing blastoderm nuclei. In addition, they gain and lose a second fenestrated membrane layer with the same timing. Cytoplasmic membranes containing PCs (annulate lamellae) also lose and regain pores in synchrony with the two classes of nuclear envelopes. The factors that affect the integrity of PCs in dividing blastoderm nuclei appear to affect those in other membrane systems to an equivalent degree and with identical timing.