Much of the forebrain of many extant species of mammals appears to be sensory-perceptual in nature. Thus, much of the forebrain, especially the dorsal thalamus and neocortex, consists of nuclei and areas that are parts of complex systems that analyze sensory information and allow behavior to be guided by accurate inferences about the external world. Since mammals vary tremendously in brain size, they vary in the amount of tissue devoted to sensory processing. In addition, mammals vary in the sizes and numbers of processing nuclei and areas, and in how neurons and neuron groups (modules) are differentiated within such structures. Sensory-perceptual systems with more, larger and more differentiated parts may allow more stimulus parameters to be considered, experience to play a greater role, and speed calculations through increased parallel processing. The evolution of species differences in brain size, the sizes of individual parts, and internal structure of these parts are potentially understandable within a theoretical framework of gradual modifications of developmental processes. In addition to changes in the generation and specialization of neurons, alterations in the developmental timing that modify internal and external influences on neuron activity patterns seem to have a major role in the construction and maintenance of organization in the nervous system. Because similar selection pressures may arise over and over again and the mechanisms for producing changes may be few, similar changes in the nervous system are likely to occur in independent lines of evolution. It is uncertain how new cortical areas and nuclei evolve. Comparative studies suggest that: (1) all mammals have a few basic sensory areas and nuclei in common, (2) the number of areas and nuclei has increased independently in several lines of mammalian evolution, and (3) new areas have been added to the middle levels of cortical processing sequences. New areas and nuclei may have evolved as a result of sudden duplications and/or by the process of single areas or nuclei gradually differentiating into two or more areas or nuclei. The process of gradual differentiation may have involved the initial step of differentiating functionally distinct classes of cells that are mixed in a representation, followed by the local groupings of such cells into functionally distinct sets, and finally the fusion of cell groups of the same types to form separate representations.