Retrograde transport of horseradish peroxidase (HRP) after its application into the orbit was used to investigate the development of the different ocular motor nuclei in larvae of the sea lamprey (Petromyzon marinus) and to identify their regions of origin. In the smallest larvae studied (10-19 mm in length), the oculomotor and abducens neurons were ipsilateral to the site of HRP application, whilst trochlear neurons were contralateral. These motoneurons did not have dendritic processes. In larvae more than 19 mm in length, both ipsilateral and contralateral components were found in the oculomotor and trochlear nuclei; dendrites were present, and their length and branching increased with larval age. An adult-like pattern of topographic organization and dendritic arborization was reached in larvae of about 45-60 mm in length. In oculomotor neurons, medial dendrites appear first, then dorsolateral dendrites, and finally ventral dendrites. Similarly, in trochlear neurons ventral and ventrolateral dendrites develop first, followed by dorsal dendrites that course either to the caudal optic tectum or to the terminal fields of the octaval and lateral line nerves in the cerebellar plate. Dorsal and ventral dendrites of the abducens neurons arise at the same time, but dorsal dendrites attain an adult-like morphology earlier. A few motoneurons showed ventricular attachments in larvae longer than 40 mm. The significance of these processes and their possible usefulness as a marker for the regions of origin of the ocular motor nuclei are discussed. Finally, the results presented here indicate that differentiation of the ocular motor nuclei in larval lampreys precedes and is independent of the maturation of the eye at transformation.