The growth of regenerating retinal axons into the central portion of the optic tectum of adult goldfish was examined with the light and electron microscopes. Optic tracts were cut and, two days to five months later, the animals were perfused and the tecta prepared for microscopy. Regenerating axons first reached central regions of the tectum seven to ten days postoperatively. Regenerating axons appear in very large numbers and travel in fascicles in the stratum opticum (SO) and in the adjacent neuropil, the stratum fibrosum et griseum superficiale (SFGS). In the SO, the fascicles are bordered by glial cells and degenerating debris. Within the SFGS, however, the fascicles do not seem to be similarly associated with glial cells and degenerating debris. The youngest regenerating axons are very slender processes, containing microtubules but few or no neurofilaments or dense granular material. By 10 to 14 days postoperatively, neurofilaments can be seen and, in addition, large numbers of vesicles with dense cores appear. The vesicles with dense cores increase in numbers until about 28 days postoperatively and then become quite rare. That vesicles with dense cores were seen in regenerating axons in both SO and SFGS during the period of growth into the tectum but were not seen in axon terminals at any time, suggests that they may be concerned with axon elongation. During the period one month to five months postoperatively, the regenerating axons gradually increase in diameter but do not reach preoperative sizes, suggesting that the regenerative changes may still be occurring. Remyelination is delayed and proceeds slowly. Many axons remain unmyelinated for as long as five months postoperatively.