ABSTRACT The differentiation of the olfactory placode in the chick has been studied using light and electron microscopy. Special attention was paid to the appearance of neuronal cells within the placodal ectodermal thickening, the migration of cells out of this tissue and the appearance of the first fila olfactoria in the differentiating olfactory mucosa. Between the third and fifth day of incubation a large number of cells is observed leaving the base of the invaginating olfactory placode, often in contact with thin axon bundles. These cells are characterized by a well-developed Golgi apparatus, a considerable number of mitochondria and dense-core vesicles. The morphology of these migrating cells resembles that of cells observed near the basement membrane within the developing olfactory epithelium and is clearly different from the mesenchymal cells which are filled with poly-ribosomes. At the sixth day of incubation thick axon bundles can be observed within the epithelium and the underlying lamina propria. The possible fate of the migrated epitheloid cells is discussed.