Nucleus magnocellularis in the chicken consists predominantly of a population of medium-sized cells which receive large, axosomatic endings from the auditory nerve. The morphological development of these cells and their auditory input were studied with the Golgi methods. At 7 1/2-9 days of incubation (embryonic days 7 1/2-9, staged according to the Hamburger-Hamilton series), cells in nucleus magnocellularis have several long, branched dendrites, which often end in bulbous swellings. By embryonic day 10, efferent axons have already grown out from the cells and characteristic terminal plexuses of these axons are seen in nucleus laminaris bilaterally. The dendrites of cells in nucleus magnocellularis have been replaced by a multitude of long somatic processes, giving the cell body a shaggy appearance. This arrangement is maintained up to embryonic day 15, when a remarkable second transformation occurs. The cells lose their somatic processes and present bald, round profiles. Around embryonic days 17-18 a primitive-looking process with a tip like a growth cone emerges from the cell body and somatic spines are evident. By days 19-20, one or two thin, frail dendritic processes can be seen. Correlated with this dramatic series of changes in the cells is a fixed sequence of transformations of the incoming axons. Around embryonic day 10, primary sensory axons in nucleus magnocellularis end in swellings resembling growth cones. Between days 11 and 13, following the explosive growth of somatic processes there is a corresponding expansion and ramification of the auditory nerve endings. On embryonic day 14, there is a condensation of the terminal axon branches, which now form a compact, highly branched plexus. Between days 16 and 17, the plexus coalesces into a calycine structure, now approaching its final form, the end-bulb of Held, which is achieved by embryonic days 19-20. The transformation of the plexus to the calycine form occurs around the same that the cell loses its somatic processes. The parallel sequence in the morphogenetic stages of the assembly of the end-bulbs and their target cells evinces a correlation, if not a causal relationship between the sensory axons and the developing neurons. The arrangement of the somatic processes and axonal branches during the early, multipolar stage would provide an opportunity for optimum interactions between the synaptogenetic processes of the afferent axons and the target cells. The later morphological transformations could orchestrate the specific, cell-to-cell interactions which accompany, or even depend on the activity of the definitive end-bulb synapse.