Growth cone formation at the terminal region of severed axons is a fundamental step in neuronal regeneration. To understand the cytoskeletal events underlying this process, we have followed actin organization and dynamics as the severed, axonal stumps of Helisoma neurons transformed into mature growth cones. We identified three stages in growth cone morphogenesis: (1) formation, (2) expansion, and (3) maturation. The formation stage involved cytochalasin B-insensitive terminal swelling formation, followed by cytochalasin B-inhibited filopodial and lamellipodial formation. Time-lapse images of neurons injected with labeled actin showed actin ribs in nascent growth cones formed both by incorporation of filopodial actin bundles and de novo assembly at the leading edge. Phallacidin-stained growth cones revealed F-actin to be organized into bundles (ribs) and a meshwork throughout morphogenesis. Actin ribs represented the dominant F-actin population during the expansion stage and the early phase of maturation, whereas a meshwork organization dominated the late phase of maturation. During the expansion stage, growth cones exhibited a rapid retrograde flow (4.8 microns/min), as assessed with flow-coupled latex beads, and comparatively slow lamellipodial protrusion (0.3 micron/min). During the maturation stage, no net lamellipodial advancement occurred; however, the rate of retrograde flow was significantly faster in the early phase (5.0 microns/min) than the late phase (2.3 microns/min). This decrease in retrograde flow corresponded with a change in actin organization. Lateral movements of actin ribs (2.1 microns/min) also occurred throughout growth cone morphogenesis, but were most prominent during the expansion stage. These experiments provide evidence for de novo actin assembly during growth cone formation and demonstrate that temporal changes in actin organization and dynamics accompany growth cone morphogenesis.