It is well established that axons regulate Schwann cell phenotype. The purpose of the present study was to determine whether axons influence the arrangement of Schwann cell microtubules (MTs). Using double- labeling immunocytochemistry and confocal microscopy, we show that MTs in undifferentiated Schwann cells are nucleated from and attached to a single MT organizing center (MTOC) that is associated with the centrosome. Physical contact with appropriate axons initiates a myelin- forming phenotype that disperses MT minus ends and induces multiple MT- nucleating sites in Schwann cell perinuclear cytoplasm. The axonal signal that initiates myelin breakdown during Wallerian degeneration induces multiple MTOCs and MT bundles in Schwann cell perinuclear cytoplasm and in cytoplasm between degenerating myelin ovoids. These results establish that axons influence Schwann cell MT distribution by regulating the location and number of MT-nucleation sites.