The development of the sensory epithelium of the saccular macula of Opsanus tau was studied with transmission electron microscopy. In the 10-12 somite embryo all cells of the newly formed otocyst are morphologically undefined, having an apically placed cilium with an underlying basal body and parabasal body. Junctional complexes are characterized primarily by tight junctions and a few desmosomes. In the 17-somite embryo the sensory cells begin to differentiate and are definable by the development of microvilli, which lack a cuticular plate. When the embryo has approximately 25-30 somites, ganglion cells differentiate and send their nerve processes toward the thin, disrupted basal lamina and the developing rhombencephalon. Desmosomes are more definable in the sensory regions at this age. As the myotomes begin forming (approximately 5-8 days before hatching), the nerves invade the sensory epithelium, and the developing sensory cells contain dense bodies surrounded by clear, membrane-bound vesicles. Clear synapticlike vesicles are also found throughout the infranuclear region of the sensory cells. However, afferent fibers lack a postsynaptic density. Three to 6 days prior to hatching a cuticular plate begins forming under the ciliary bundles and support and peripheral cells begin to morphologically differentiate. Two to 4 days before hatching the cuticular plate is well formed, desmosomes are numerous, afferent synapses are complete, and the sensory cells are in the upper two-thirds of the epithelium. Seven to 10 days after hatching, sensory cells have efferent synapses and ganglion cells and nerves show a myelin coat. These results suggest that sensory cells begin their development prior to VIIIth nerve innervation, although the orientation and pattern development of these cells may be related to the formation of the cuticular plate, desmosomes, afferent innervation, and basal lamina formation.