During development of the otic anlage, a certain proportion of epithelial cells migrate toward the mesenchymal compartment to form part of the acoustic-vestibular ganglion. The migrating cells are observed only in the zone of the otic anlage that will make contact with the acoustic-vestibular ganglion (so-called ganglion zone). In Hamburger and Hamilton's stages 13 to 16, the number of epithelial cells that migrate is relatively low, but it becomes steadily higher from stage 17 on. In the otic anlage of chick embryos, between developmental stages 9 and 21 (48 to 94 hours of incubation), mitotic index, apical or basal localization within the epithelium of dividing cells, and orientation of the mitotic spindles were analyzed. These features in the ganglion zone were compared with observations in the rest of the otic epithelium, where migratory processes do not take place. In stages 13 to 15, when few epithelial cells are migrating, the mitotic index (MI) in the ganglion zone of the otic anlage is similar to that in nonmigratory regions. In more advanced stages, however, when cell migration becomes accelerated, the MI in the migratory zone of the otic wall is significantly higher than that in the rest of the otic epithelium. This suggests an intimate relationship between the migration of otic epithelial cells and a high rate of cell proliferation, the possible nature of which is discussed. Although the majority of mitoses in the otic anlage are located at the apical surface of the epithelium, from stage 13 onward, a few dividing cells are seen in the basal third of the epithelium. Furthermore, these basal mitoses appear exclusively in the migratory zone of the otic anlage, thus suggesting a possible relationship between epithelial cell migration and basal mitosis. During the developmental period prior to stage 18, no significant differences in mitotic spindle orientation are noted between migratory and nonmigratory zones of the otic anlage. In contrast, in stages of maximal otic epithelial cell migration (stages 19 to 21), the frequency of mitoses with the spindle axis oriented radially is significantly higher in the migratory zone. These findings point toward a close correlation between increased frequency of radial mitotic spindle orientation and intense cell migration, although the exact nature of this relationship is as yet unknown.