Oligodendrocytes, the myelin-forming cells of the central nervous system (CNS), were cultured from newborn rat brain and optic nerve to study how they differentiate in vitro in the absence of neurons. By use of galactocerebroside (GC) as a reference marker, the development of the cell phenotype was studied with video-enhanced differential interference contrast microscopy, immunofluorescence and electron microscopy. After a few days in culture, oligodendrocytes extend 5 to 10 main processes that are very rich in microtubules, but they did not stain with a monoclonal antibody reacting with all known classes of intermediate filaments. The number of processes can vary with the substrate on which the cells are grown; fewer processes form on laminin than on polylysine coated glass. Oligodendrocytes, in a fashion similar to that of neurons appear to keep their body immobile while the long processes grow. However, while neurons display motile activities mostly at the end of the cell processes called growth cones, the oligodendrocytes display motile, actin rich filopodia and lamellipodia along the entire length of all processes. The outgrowth of motile processes from oligodendrocytes sometimes occurs preferentially towards neighboring astrocytes. Oligodendrocyte processes display intense bidirectional movement of cytoplasmic organelles. Movement of surface components also occurs since GC molecules cross-linked by antibodies move from the processes towards the cell body. Thus, oligodendrocytes cultured without neurons develop on schedule a complex phenotype similar to their in vivo counterpart. In addition, their processes are capable of specific motile activities which may function in vivo to find the target axon and to transport myelin membrane components at the site of myelin assembly.