The cytoarchitecture of the diencephalon and pretectum of the white sturgeon, Acipenser transmontanus, was studied utilizing cresyl violet stained serial paraffin sections. The identified cell groups were assigned to the preoptic area, hypothalamus, thalamus and posterior tubercle, epithalamus, synencephalon and pretectum. The outlines of the diencephalic and pretectal nuclei were projected graphically onto a midsagittal section of the brain, thus providing a reconstruction of the relative positions of the major cell groups. This facilitated comparisons with the diencephalic and pretectal nuclei of other ray-finned fishes. Our cytoarchitectural analysis indicates that the diencephalon and pretectum of the white sturgeon is intermediate to that described for cladistians and neopterygians. The preoptic area in Acipenser is relatively conservative compared to other ray-finned fishes but lacks distinct subdivisions in the magnocellular periventricular preoptic nucleus and includes a unique migrated rostral accessory nucleus. The hypothalamic walls are rather thin, and due to the presence of extensive lateral and posterior recesses and the lack of migrated nuclei, they superficially resemble the condition seen in sharks. The dorsal and ventral thalamic nuclei do not exhibit much variation compared to other ray-finned fishes, except for the presence of a small lateral posterior thalamic nucleus, the absence of a distinct ventrolateral thalamic nucleus, and slight differences in the internal organization of the ventromedial thalamic nucleus. The posterior tubercle in Acipenser clearly comprises more migrated cell groups than that of Polypterus, however, these cell groups are considerably less well defined than in neopterygians. As in other nonteleost actinopterygians, the habenular nuclei are highly asymmetrical with the right side larger than the left side. The cytoarchitectonic complexity of the pretectum in Acipenser is intermediate to that observed in Polypterus and neopterygians in that a magnocellular component within the superficial pretectal nucleus is clearly present but cannot be delineated as a distinct magnocellular superficial pretectal nucleus. Also, the posterior pretectal nucleus which is absent in Polypterus but which has been identified as a small nucleus both in Lepisosteus and Amia is represented in Acipenser by a small group of scattered cells.