The marine mollusc Aplysia californica has proved to be a useful preparation for analyzing the development of learning and memory on both behavioral and cellular levels. An important issue in this analysis concerns the anatomical substrate upon which learning is superimposed during development. As a first step in examining this question, in the present study we have determined the number of neurons in all the major central ganglia at each stage during juvenile development, a time when several forms of learning first emerge in Aplysia. We found that a large and highly nonlinear proliferation of neurons occurs during juvenile development, with the greatest increase in cell number occurring during a specific juvenile stage: Stage 12. The neuronal proliferation is system-wide, occurring in each of the central ganglia simultaneously, suggesting the action of a general developmental signal or trigger (perhaps a hormone). Accompanying the increase in neuron number in Stage 12 there is a large increase in neuropilar volume (150-fold), which significantly increases the opportunity for synaptic interactions late in juvenile development.