1. Theree-day-old cultures of myotomal muscle, obtained from embryos of Xenopus laevis, were stained with fluorescent conjugates of alpha-bungarotoxin and maintained in native toxin in order to ensure that ACh receptors subsequently inserted into the sarcolemma would not be stained. Neural tube cells were then added to the cultures. 2. When cultures were exmained 1-3 days later fluorescent stain was found to be associated with sites of nerve-muscle contact. In some cases the stain along the path of contact extended for greater distances than the patches of stain seen on non-contacted muscle cells. 3. The development of new areas of fluorescent stain at sites of nerve-muscle contact was confirmed by making successive observations on the same muscle cells over a period of a day. 4. Similar experiments on muscle cells not contacted by nerve revealed the formation of new receptor patches, usually in areas of cell growth. 5. The majority of fluorescent pathes on non-contacted muscle cells did not undergo changes in size or shape over the course of 1-2 days. However some examples of enlargement, shrinkage and disappearance were observed. 6. On the basis of these findings it is concluded that ACh receptors aggregate within the sarcolemma, spontaneously as well as in response to innervation. In the latter case extrajunctional receptors accumulate at the site of nerve contact thereby contributing to the development of high receptor density in the subneural muscle membrane. This process of receptors redistribution occurs in the absence of synaptic or contractile activity. 7. Possible mechanisms involved in the redistribution of ACh receptors are discussed in relation to those which appear to modulate ligand-induced changes in the distribution of lectin and immunoglobulin receptors.