We report a cylindrical-peristaltic shape transformation in axons exposed to a controlled osmotic perturbation. The peristaltic shape relaxes and the axon recovers its original geometry within minutes. We show that the shape instability depends critically on swelling rate and that volume and membrane area regulation are responsible for the shape relaxation. We propose that volume regulation occurs via leakage of ions driven by elastic pressure, and analyse the peristaltic shape dynamics taking into account the internal structure of the axon. The results obtained provide a framework for understanding peristaltic shape dynamics in nerve fibers occurring in vivo. PACS numbers: 47.20.Dr, 87.19.La Axons and dendrites, collectively known as neurites, are thin, tubular extensions produced by neuronal cells [1]. Structurally, they consist of an outer lipid membrane sheath bound to a core made up of an elastic network of highly cross-linked biopolymers known as the cytoskeleton. Neurites are known to lose their normal cylindrical geometry and become peristaltically modulated-a process commonly known as beading-under a wide range of situations. These include neuro-degenerative diseases like Alzheimer's [2], brain trauma [3], stretch injuries to nerves [4] and in vitro as well as in vivo application of neurotoxins or drugs [5], among others. In stretch injuries, tension in the axon is responsible for beading. In the other examples, disruption of cytoskeletal integrity appears to be a common feature.Peristaltic modes have been studied in tubular membranes and gels under tension [6,7,8]. This "pearling instability" is driven by surface tension, as in the Rayleigh-Plateau instability of liquid columns [9]. In liquid columns, peristaltic perturbations with wavelengths larger than the circumference grow as they reduce surface area at constant volume. Unlike liquid columns, cylindrical vesicles/gels are unstable only beyond a critical tension, when the gain in surface energy due to a reduction in area overcomes the elastic energy for deforming the membrane/gel. Similar arguments can explain peristaltic modes observed in stretched nerves [10] and cell protrusions exposed to toxins [11]. In all the above mentioned biological examples the beaded state persists and no recovery has been observed.We report a novel, reversible, peristaltic instability observed in chick-embryo axons and in PC12 neurites [12] after a sudden dilution of the external medium, as shown in Fig. 1. The transition to the peristaltic state occurs at a threshold membrane tension, induced by osmotic swelling. However, unlike previous reports on beading, the osmotically induced instability relaxes and the neurite recovers its original shape within minutes. We show that the relaxation is due both to cell volume and membrane surface regulation. Remarkably, the shape stability depends critically on the swelling rate. We model the pearling/beading instability taking into account the gel-like dynamics of the cytoskeleton and the membranecytoskeleton coupling, and fin...