During embryonic development, neural crest cells give rise to many structures in peripheral tissues. Other neural tube cells are thought to contribute only to structures within the CNS. In contrast to this idea, we report a second wave of migration of cells away from the spinal cord occurring after the emigration of crest cells is complete. Neuroepithelial cells from spinal cords in E5 chicken embryos migrate into the periphery and differentiate into neurons and satellite cells within sensory ganglia and into melanocytes in skin and feathers. These results show that some cell types previously considered to be the descendants exclusively of neural crest cells are also derived from neuroepithelial cells in the spinal cord.