Neuroaxonal dystrophy, characterized by swollen axon terminals and, to a lesser degree, enlarged initial segments of axons or perikaryal projections, develops in human dorsal root sensory ganglia as a function of aging and diabetes. Lesions are typically located within the satellite cell capsule and are intimately applied to sensory neuronal perikarya, which are compressed and distorted but are otherwise normal. Swollen axons contain large numbers of neurofilaments that are immunoreactive with antisera to highly phosphorylated neurofilament epitopes but fail to stain with antisera directed against hypophosphorylated neurofilament epitopes. Other dystrophic swellings contain collections of tubulovesicular profiles admixed with neurotransmitter granules. Neuroaxonal dystrophy involves subpopulations of intraganglionic axons and apparent terminals, notably those containing CGRP, while apparently sparing others, including noradrenergic sympathetic axons. Diabetic subjects develop lesions prematurely and in greater numbers than in aged subjects. Individual dystrophic axons in diabetics and aged human subjects are identical in their light microscopic, immunohistochemical and ultrastructural appearance, suggesting the possibility of shared pathogenetic mechanisms.