To reveal the developmental sequence of the myotomal neuromuscular system in a teleost angelfish, Pterophyllum scalare, we investigated the differentiation and axonal outgrowth of the somatic spinal motoneurons as well as the differentiation of the axial muscles by means of anatomical and histochemical methods. Acetylcholinesterase histochemistry and retrograde labeling with HRP revealed two large motoneurons in each spinal hemisegment in the late embryos. To clarify the posthatching change of the motoneuron number, the number of axons in the anal-level ventral root was counted, since ChAT-immunohistochemical labeling of cholinergic spinal neurons and electron microscopic observation in the adult showed that the ventral roots around the anal level contained only somatic motor axons. We found that 15 primary motoneurons in each spinal hemisegment participated in the muscle innervation in just-hatched larvae. The motor axons rapidly increased in number beyond the adult level within three days posthatching, and then decreased to reach the adult level within a few weeks. The result suggests that competition among the motoneurons for their target muscles takes place. To reveal the temporal sequence of differentiation of the myotomal muscle fibers, in addition to electron microscopic observation of the muscle, a fluorescent mitochondrial marker dimethylaminostyrylethylpyridiniumiodine (DASPEI) was used to detect red muscle fibers. In the late embryo, immature white muscle fibers subserving the twitching movement of the animal in the egg capsule were observed. Differentiation of the red muscle was not evident until day 10. The present results show that a complete set of the axial muscle motoneurons differentiates before the differentiation of the multiple muscle fiber types in the angelfish.