The ultrastructure of myogenesis in the mouse hind limb has been studied from day 12 to birth. Mononucleated cells with myofilaments are small and infrequent during myogenesis and never line myotubes. Only mononucleated cells without myofilaments cover the myotubes are involved in mass fusion. These mononucleated cells are pleomorphic and undifferentiated during early myogenesis. They have a heterochromatic nucleus and many accumulate mitochondria and lengthen during days 16-18. After day 18 they are normally elongate with a heterochromatic nucleus and packed with free ribosomes. The multinucleated cell development may be divided into four stages. 1. Immature myotube (days 14-15). Their fibrils are small, out of register and some poorly defined. Many myofilaments are not in rigid hexagonal alignment. The sarcoplasmic reticulum is simple and randomly oriented and triads are absent. Large clumps of glycogen occur between euchromatic nuclei which are in chain formation. 2. Mature myotube (days 16-18). Small groups of fibrils show alignment. Glycogen granules and sarcoplasmic reticulum become numerous between fibrils. Triads are sparse and mitochondria cluster in subsarcolemmal regions and between nuclei. 3. Young myofibers are present by day 19. More fibrils are aligned and compact. The filaments are in a rigid hexagonal array, the glycogen is dispersed and nuclei are peripherally located and moderately heterochromatic. Triads are frequent but often obliquely oriented and mitochondria are elongate and numerous between fibrils. 4. Mature myofibers occur postnatally (2 weeks).