Ultrastructural changes occurring in the dorsal motor nucleus of the vagus of the guinea pig after nerve transection were investigated. Two neuronal populations could be distinguished. Large neurons corresponding to the vagal motoneurons showed chromatolysis. They were found to develop complex changes in cell surface, which appeared either as a folding up and formation of flaplike processes or as invagination of adjacent neuronal or glial elements. Large processes often covered part of the plasmalemma and formed stacks of several neuronal lamellae. Smaller processes were mostly seen to extend into the neuropil, where they intermingled and adopted a budlike shape. These changes occurred in the cell somata within the first week after axotomy. The dendrites were affected after a short delay. The changes persisted for several months in most of the neurons, including the ones that showed signs of recovery from chromatolysis. The newly formed cellular extensions had a growth-cone-like internal structure, containing numerous smooth-surfaced vesicles or cisternae, a feltwork of filamentous material, dense-cored vesicles, and occasionally free polyribosomes. These surface changes did not occur in the second neuronal cell type of this nucleus, which had a smaller perikaryon characterized by a scanty cytoplasm. These cells did not show a retrograde degeneration and thus are probably interneurons. Acetylcholinesterase was used as a cytochemical marker of neuronal membranes. Surprisingly, the vagal motoneurons did not show a loss of enzymatic activity after nerve transection. Rather, a redistribution seemed to occur with intensified staining of the plasmalemma. The newly formed processes were consistently found to be acetylcholinesterase positive. It is suggested that the morphological changes observed correspond to an as-yet-unobserved growth process in the adult central nervous system, which involves perikarya and dendrites of regenerating guinea pig vagal motoneurons.