Changes in the population of microtubules and filaments within the cytoplasm of maturing axons and astrocytes have been studied during the early postnatal development of rat optic nerves. At birth, all of the axons are unmyelinated; most have a diameter of 0.2–0.3 µ and contain 4–10 microtubules. Neurofilaments do not occur with any frequency until about 5 days postnatal when they appear as individual groups, each containing 4–12. Subsequently, the neurofilaments of each group disperse so that they become more evenly distributed in mature axons. Developing astrocytes show similar but rather more dramatic changes. Most astrocytic processes contain only microtubules at birth, but during maturation filaments begin to appear in increasing numbers while microtubules become less common. This process continues until, in the mature fibrous astrocytes, filaments pack the cytoplasm and microtubules are rare. These observations suggest that the filaments within axons and astrocytes may be formed by the breakdown of microtubules.