Although it has been known for several decades that peripheral myelin is formed from an extended, spiraled, and compacted sheet of Schwann cell (SC) plasma membrane, the mechanism by which this unique spiraling is accomplished remains unknown. We have studied the movements of SC nuclei before, during, and subsequent to myelin formation (over periods of 24-72 h) to determine if this nuclear motion (noted in earlier reports) would provide useful insights into the mechanism of myelinogenesis. We used rodent sensory neuron and SC cultures in which initiation of myelinogenesis is relatively synchronized and bright field conditions that allowed resolution of the axon, compact myelin, and position of the SC nucleus. Observed areas were subsequently examined by electron microscopy (EM); eight myelinating SCs with known nuclear movement history were subjected to detailed EM analysis. We observed that, prefatory to myelination, SCs extended along the length of larger axons, apparently competing with adjacent SCs for axonal surface contact. This lengthening preceded the deposition of compact myelin. SC nuclear circumnavigation of the axon was found to attend early myelin sheath formation. This movement was rarely greater than 0.25 turns per 3 h; on the average, more nuclear motion was seen in relation to internodes that formed during observation (0.8 +/- 0.1 turns/24 h) than in relation to those that had begun to form before observation (0.3 +/- 0.1 turns/24 h). Nuclear circumnavigation generally proceeded in one direction, could be in similar or opposite direction in neighboring myelinating SCs on the same axon, and was not proportional to the number of major dense lines within the myelin sheath. A critical finding was that, in all eight cases examined, the overall direction of nuclear movement was the same as that of the inner end of the spiraling SC process, and thus opposite the direction of the outer end of the spiral. We conclude that the correspondence of the direction of nuclear rotation and inner end of the spiraling cytoplasmic lip implicates active progression of the inner lip over the axonal surface to form the membranous spiral of myelin, the nuclear motion resulting from towing by the advancing adaxonal lip. This interpretation fits with finding basal lamina and macular adhering junctions associated with the external lip of SC cytoplasm; these attributes would imply anchorage rather than movement of this region of the SC.