Changes in fine structure of cells associated with interkinetic nuclear migration in the developing chick neuroepithelium were investigated. Interphase cells are elongated and span the entire thickness of the neuroepithelium. As cells round up in preparation for mitosis, they sever their contacts with the basement membrane, but retain their apical junctions. Meanwhile, microtubules lose their apico-basal orientation and the apical microfilament bundle relaxes to allow broadening of the luminal surface. These changes in the cytoarchitecture together with an increased cytoplasmic viscosity may cause rounding of mitotic cells and their juxtaluminal position. Mitotic cells remain at the lumen from late prophase through early telophase. By late telophase, daughter cells start to elongate toward the base of the neuroepithelium. The ultrastructural changes during elongation recapitulate, in a reverse order, the events of rounding up in preparation for mitosis. Daughter cells are connected for some time after mitosis by a thread of cytoplasm. The thread is filled with microtubules representing a remnant of the spindle complex and has an electron-dense midbody at about the middle of its length. During the final stage of separation of daughter cells, the thread is split at the level of the midbody.