The auditory nuclei of the chick brain stem have distinct morphologies and highly specific synaptic connectivity. Nucleus magnocellularis (NM) and nucleus angularis receive tonotopically ordered cochlear input. NM in turn projects tonotopically to nucleus laminaris (NL), maintaining binaural specificity with projections to either dorsal or ventral NL dendrites. NM and NL arise from a common anlage, which differentiates as the cells migrate and acquire their mature morphologies. NM and NL cells are closely associated during embryogenesis and synapse formation. However, the morphologies of the nuclei and of the cells within the nuclei differ greatly between NM and NL. While later maturation of these nuclei has been described in considerable detail, relatively little is known about the early embryonic events that lead to the formation of these nuclei. We examined the embryonic origins of cells in brain-stem auditory nuclei with particular emphasis on NM and NL. Lipophilic dyes were injected into small regions of the embryonic hindbrain prior to the birth and migration of cells that contribute to these nuclei. We found that NM arises from rhombomeres r5, r6, and r7, and NL arises mostly from r5 with a few cells arising from r6. NM and NL thus have partially overlapping rhombomeres of origin. However, we found that the precursors for NM and NL are found in distinct regions within rhombomere 5, with NM precursors in medial regions and NL precursors in lateral regions. Our results do not support a lineage relationship between NM and NL cells and they suggest that NM and NL are specified prior to migration of precursors to the auditory anlage.