The development and final structure of the IXth, Xth and XIth cranial nerve nuclei are studied in ironhematoxylin -, thionin - and protargol -stained serial sections of about 50 baleen whale fetuses (blue whale, Balaenoptera musculus, and fin whale, Balaenoptera physalus ) and one adult fin whale. The nucleus ambiguus is composed of three subdivisions, oral, intermediate and caudal, the last mentioned being contiguous caudally with the dorsal motor Xth nucleus. The oral division develops as three parallel cell columns which merge into a well circumscribed solitary structure with a rostrally expanded "head". It is composed of medium-sized multipolar neurons in a myelin-poor neuropil. In the fin whale a minor group of larger cells is found medial to the "head". In both species a peculiar small-celled nucleus rich in capillaries is found ventral to the "head". The intermediate division initially contains a lateral cell column and a medial region of scattered cells. The lateral column persists throughout life, while the medial field develops into three columns only one of which remains distinct in mature individuals. The cells are larger than in the oral division with the largest cells in the medial column. The two columns are surrounded by a field of scattered neurons which continues without a sharp border into the caudal division which is composed of scattered cells throughout. In its rostral half the cells are of the same multipolar type as in the intermediate division while caudally they appear flattened in the horizontal plane. The dorsal motor Xth nucleus develops as three longitudinal columns. In the fetal brain these are cytologically distinct due to different proportions of small, medium-sized and larger multipolar neurons. The spindle-shaped ventromedial column extends the entire length of the nucleus. It is composed mostly of small to medium-sized cells which caudal to the obex are elongated parallel with the neuroaxis . The dorsolateral and ventrolateral columns are restricted to the middle 1/3 of the nucleus, except in the blue whale where the former extends somewhat more rostrally. They are both characterized by the presence of large multipolar cells, the largest of which are found in the ventrolateral column. In adult specimens the cells are more equally sized and the columnar organization less distinct. The nucleus of the tractus solitarius is of about the same length as the two above mentioned nuclei. Except at the very early stages, the nucleus is ill-defined.(ABSTRACT TRUNCATED AT 400 WORDS)