We present evidence of gross morphological changes in astrocytes of the ventral glial limitans (VGL) associated with a well-known model of central nervous system (CNS) plasticity: the hypothalamic supraoptic nucleus (SON). Activity of SON magnocellular neuroendocrine cells (MNCs) was stimulated in experimental rats by substitution of 2% saline for drinking water for 2 or 9 days. Light microscopic measures revealed that a significant decrease in VGL thickness, by 34%, occurred with 9 days of stimulation. Astrocyte nuclei of 9-day dehydrated animals were also found to be 39% closer to the pial surface when compared with controls. Electron microscopy revealed a reorientation of individual astrocytes from a direction perpendicular (vertical) to the pial surface, to one parallel (horizontal) to this region. Vertically oriented astrocytes were found to be greater in the control group, by 49%, when compared with the 9-day dehydrated group, where cells were predominantly horizontal in orientation. Vertically oriented cells were further analyzed as to the direction of their vertical projections. Control, 2-day dehydrated and 9-day rehydrated animals, had more vertical cells which were oriented toward the pial surface when compared with 9-day dehydrated animals, where the relatively few vertically oriented astrocytes were significantly more likely to project toward the dendritic zone. In animals allowed to rehydrate for 9 days following a period of dehydration, these changes returned toward control levels. We conclude that astrocytes in vivo are capable of reversible gross morphological changes over a relatively short time.