During the degenerative processes that precede and accompany metamorphosis of the larval mesothoracic dorsal longitudinal muscles of Manduca sexta, the motor nerves and neuromuscular junctions undergo a variety of structural changes that are largely secondary to the changing morphologies of their respective glia. In the central region of the main motor nerve, the multiple layers of glial processes surrounding each of the large axons withdraw, leaving them apposed. In the peripheral region of the main motor nerve and in the secondary and tertiary nerve branches supplying the muscle, the outer glial processes of the nerve sheath and those that loosely wrap accompanying small neurosecretory axons all swell. Phagocytic cells and cells of unknown function invade the outer region of the nerve. In the neuromuscular junctions, the glial cells withdraw their processes from a complicated interdigitation with processes from the muscle fiber and from their relationship with the nerve terminal. As degeneration proceeds, this allows a greater area of contact between each nerve terminal and the muscle fiber. Within each junction there is a mixture of both functional and non-functional regions and active zones, as determined by both thin-section and freeze-fracture observations. No correlation was found between the degree of degeneration of a neuromuscular junction and its association with a particular muscle fiber or its position on the fiber relative to the origin or insertion.