The cell populations of the occipital cortex were examined in young rats subjected to different sensory experiences. In one series recently weaned animals were reared in enriched, impoverished or control environments. The enriched environment was obtained by keeping the animals among "toys" and other rats; the impoverished environment, by rearing the animals one per cage in a darkened, quiet room; and the control environment, by housing the animals three per cage under usual animal room conditions. Six recently weaned rats were kept in each environment for 30 days and ten, for 80 days. In a second series suckling rats were handled daily. Handling consisted of touching, holding and rubbing rat pups for 15 minutes per day during the first ten days after birth; twelve rats were studied, six handled and six unhandled controls. In the two series, the animals were sacrificed under anesthesia by perfusion with mixed aldehydes. Semithin epon sections of occipital cortex were stained with toluidine blue; neurons and the three main types of glia were enumerated. In addition, the thickness of the cortex was measured and the glial cells of corpus callosum counted in the animals exposed to the three environments for 80 days. Under the influence of the enriched environment, the occipital cortex enlarged, the number of oligodendrocytes increased over the controls by 27-33% in the 30- and 80-day groups and the number of astrocytes, by 13% in the 80-day group. Within the cortex, only certain layers showed the increase in glial numbers. In the corpus callosum, however, the numbers of glial cells did not differ from those in controls. In the animals exposed to the impoverished environment, neither the size of the cortex nor the number of oligodendrocytes and astrocytes differed from controls. The animals subjected to handling also showed evidence of cortical enlargement, but the only significant change in glial cells was a 12% increase in astrocytes. It is concluded that handling and enrichment produce changes in anatomical indices of neural function including depth of cortex and numbers of glial cells. The glial response was specific to the type.of manipulation since astrocytes were predominantly affected by handling and oligodendrocytes, by enrichment. The effect of handling on astrocytes may be attributed to the stimulation being applied at a time of astrocyte proliferation, whereas the effect of enriched environment on oligodendrocytes occurred at a time of active production of these cells. The differences in cell numbers were explained by changes in the rate of cell population growth; since the impoverished did not differ from the control animals, the changes probably consisted of growth acceleration in the enriched animals rather than diminution in the impoverished ones.