The features of unlesioned and lesioned trochlear nerves of goldfish were examined by EM. Lesioned nerves were studied 1-107 days after cutting or crushing the nerve. Unlesioned nerves contained, on average, 77 myelinated axons and 19 unmyelinated axons. The latter were found in 1-2 fascicles/nerve. A basal lamina surrounded each myelinated axon and fascicle of unmyelinated axons. Following interruption of the nerve, all of the axons and their myelin sheaths began to degenerate by 4 days in the distal nerve-stump. Abnormally electron-dense and electron-lucent axons were observed. Schwann cells and macrophages appeared to phagocytose the myelin sheaths. Following a lesion, the Schwann cells and their basal laminae persisted in the distal nerve-stump. In crushed nerves, the basal laminae surrounding myelinated axons formed 97% of the Schwann tubes in the distal stump. The perimeters of the basal laminae were of similar size to those in the proximal stump, at least for the 1st 8 days after crush. In crushed nerves, single myelinated axons in the proximal nerve-stump gave rise to multiple sprouts, some of which reached the site of crush by 2 days, the distal stump by 4 days and the superior oblique muscle by 8 days. In both crushed and transected nerves, nearly all of the sprouts in the proximal and distal stumps were found within the basal laminae of Schwann cells. The growth cones of the regenerating axons were always apposed to the inner surface of the basal laminae, which may have provided an adhesive substrate that directed their growth. Terminal sprouts from the ends of myelinated axons in the proximal stump accounted for the majority of the regenerating axons in the distal stump. The largest axons in the distal stump were remyelinated 1st, and the number of remyelinated axons increased progressively between 8 and 31 days after crush, when there were about twice as many as in unlesioned nerves. The number of remyelinated axons remained constant at least until 107 days, and none was observed to degenerate. Some axons that were not remyelinated appeared to degenerate. Although each basal lamina in the distal stump often surrounded several regenerating axons during the first 2 wk post-lesion, each remyelinated axon became indiviudally surrounded by a basal lamina, collagen fibers and extracellular space between 13 and 107 days, increasing the number of basal laminae in the distal stump. Regenerated axonal terminals in the superior oblique were 1st observed 8 days after crush. The number of synapses increased progressively between 8 and 107 days, when they were as numerous as in unlesioned animals.