An account is given of the development of the optic nerve in Xenopus laevi8 (Daudin). The stages studied were 35, 38, 46, 52, 58, immediately post-metamorphosis (66), the juvenile of six months from metamorphosis and the adult. Fibre counts were made from complete electron micrograph montages for all the stages investigated including the adult. Corresponding ganglion cell counts were made from sections prepared by light microscopic histology from stage 46 upwards.The large increase found in the ganglion cell population during development was also found in the optic nerve fibre counts. There was an approximate 1: 1 relationship between the optic nerve fibres and the retinal ganglion cells.The number of fibres increased from less than 1,000 (stage 35) to 59,000 (six-month-old juvenile). The older adult animal possessed fewer unmyelinated fibres than the six month old juvenile, but twice as many myelinated fibres, so producing a smaller total number. It seems that the process of myelination continues well into adult life.An understanding of how the developing visual system begins to function requires, amongst other things, an adequate quantitative knowledge of cell production and axon outgrowth. Estimations of the number of unmyelinated and myelinated nerve fibres were made on the adult frog by Maturana [1959] and on adult Xenopus laevis by Gaze and Peters [1961] using the electron microscope. The latter authors also did whole nerve fibre counts for stages 49, 51, 53, 54 and 57 in Xenopus.Recent findings related to the mode cf development and connection of the optic nerve in Xenopus [Gaze, Szekely, 1963, 1965; Gaze, Keating and Straznicky, 1970;and Straznicky and Gaze, 1970] have made it necessary to obtain further evidence on the optic nerve fibre counts and retinal ganglion cell counts at various stages of development. These include those stages occurring shortly after initial connection of the optic nerve.An electron microscopic analysis of the fibre composition of XenopUs optic nerve has therefore been performed at stages ranging from 35 when the retinal layer begins to differentiate to full adult. In all cases total counts were obtained from complete montages of the nerve because of the apparent uneven distribution of the unmyelinated and myelinated fibres in both light and electron microscope preparations. In addition, retinal ganglion cell counts were determined from comparable developmental stages by means of a sampling technique in order to see if a relationship existed between the optic nerve fibres and the retinal ganglion cells.