Developing neuroepithelial cells from the cranial region of neural folds were examined at various intervals from 15 minutes to four hours after administration of teratogenic (250 mg/kg) or embryolethal (500 mg/kg) doses of HU to ICR/DUB mice on ninth day of gestation. Thirty percent of surviving fetuses showed extencephaly after the teratogenic dose. The initial ultrastructural change in some neuroepithelial cells occurred within 15 minutes to one hour after treatment with the teratogenic dose and involved a breakdown of polyribosomes into monosomes which were dispersed evenly in the cytosome. At one to two hours, condensation of the cytoplasm and chromatin was observed along with distorted nuclear shape. At two to four hours, cells exhibited extremely condensed cytoplasm and fragmentation of the cells occurred. The affected cells showed pyknotic nuclei and segregation of fibrillar and granular components of the nucleolus. In some nuclei, particularly after treatment with the higher dose of HU, a condensation of the nucleolus was observed. At this stage images were obtained which indicated that neighboring cells phagocytosed the cellular fragments derived from the HU affected cells.