Muscle spindle ultrastructure of the extensor digitorum communis of pigeons was studied using spaced serial sections. The intrafusal fibers extended well beyond the ensheathing capsule, after which they became disoriented and often fused with each other before terminating on the connective tissue of extrafusal fibers. Several extracapsular fibers contained macrofibrils which were about 0.1 micron in diameter and contained several dozen smaller (10 nm) subunits. Intrafusal fibers commonly formed close attachments with one another for short or extended (240 micron) lengths. A basal lamina was absent between regions of pairing, and a myosatellite cell lay at the border of the coupled region. Several fibers could be coupled together in a single cross section; fibers coupled together, separated, and either recoupled or became associated with other fibers along the length of a spindle. Profiles of sensory terminals and sensory satellite cells alternated to form a smooth-contoured surface over most of the fiber cross section in the equatorial region. The sensory terminals contained many mitochondria, lysosomes, and clear and dense core microvesicles. Both the terminals and sensory satellite cells formed desmosomelike junctions with the intrafusal fiber. A crescentic collagen sheath covered that portion of the fiber cross section containing the sensory terminal-satellite cell complex. Inner capsule cells surrounded the entire assembly in the equatorial region. The basal lamina thicknesses differed over the naked intrafusal fiber compared to that portion covered by the sensory terminal or sensory satellite cell. The thickness was more than doubled over the latter regions, indicating that the basal lamina over these areas was a product of the fused intrafusal fiber and sensory terminal and/or sensory satellite cell basal laminae. These are discussed in terms of intrafusal fiber degeneration and regeneration.