The morphogenesis of muscle spindles in rat lower hind-limb muscles has been investigated using the electron microscope. The earliest detectable spindles are seen in the 19.5-day foetus and consist of a single myotube bearing simple nerve terminals of the large primary afferent axon from nearby unmyelinated intramuscular nerve trunks. The capsule forms by an extension of the perineural epithelium of the supplying nerve fasciculus, and is confined initially to the innervated zone. Myonuclei accumulate in this region, so that the first intrafusal muscle fibre to develop is a nuclear-bag fibre. Myoblasts, present within the capsule of the spindle throughout its development, fuse to form a smaller less-differentiated myotube by the 20-day foetal stage. This new myotube matures by close association with the initial fibre, and by birth (21-22 days gestation) has formed the smaller, intermediate bag fibre, that has been identified histochemically and ultrastructurally in the adult. The nuclear-chain fibres develop in the same way; myoblasts fuse to form satellite myotubes that mature in pseudopodial apposition to one of the other fibres within its basement membrane. This apposition consists of extensions of sarcoplasm from the developing myotube into the supporting fibre. By the 4-day postnatal stage the full adult complement of 4 intrafusal muscle fibres is present, although ultrastructural variations, seen in the adult, are not differentiated. The fusimotor innervation begins to arrive at birth, but is not mature until the 12th postnatal day, when the myofibrillar ultrastructural differentiation, including the loss of the M-line in the large-diameter bag fibre, is complete. The periaxial space appears at the same time. It is suggested that the sequential development of the intrafusal fibres is a reflexion of the decreasing morphogenetic effect of the afferent innervation, whereas the role of the fusimotor innervation is in ultrastructural, myofibrillar differentiation.