Thalidomide administered to the marmoset (Callithrix jacchus) will produce a pattern of deformities similar to those found in man. In the cervical and lumbar regions of the thalidomide malformed marmoset fitus, the spinal cord and dorsal root ganglia are smaller than those of the control. The reduction in size of the D.R.G.3 is due to a marked reduction in the number of neurons. Drugs which influence the function of cholinergic nerves in the chick and rabbit embryo interfere with development. Thalidomide produced peripheral neuropathy in adults by interference with the function of the cholinergic nerves. Thus,it appears that thalidomide malformations are due in part, to an interference with numbers of, and probably the functions of, the cholinergic nerves in the embryo. It would appear that cholinergic nerves have a possible morphogenetic and trophic influence in embryogenesis.NACHMANSOHN (1) proposed that cholinesterase (CHE) is related to nerve function and mobility in the embryo. It was KARCZMAN et al (2) who first proposed a morphogenetic and trophic influence for acetylcholine (A Ch), choline ketylase (ChAc), and acetylcholinesterase (A ChE), indicating that cholinergic nerves may influence limb development apart from controlling muscle activity in the embryo.Soon after the discovery of the embryopathic effects of thalidomide (3), SKRE (4) suggested that thalidomide induced peripheral neuropathies were related to phocomelia. This possible association led to experiments with New Zealand White rabbits: MCBRIDE (5) examined the dorsal root ganglia (D.R.G.'s) of thalidomide deformed fetuses and described ganglionic hypolasia, reduction in neuron size and number, together with degenerative changes.. It was concluded that the reduction in the number of sensory neurons may have been the cause of, rather than the result of reduction deformities.Subsequently, the following ultrastructural changes were described in the D.R.G.'s of thalidomide treated embryos : cell shrinkage, increased ribosomal activity, loss of microfilaments and microtubules in axons, mitochondria1 degeneration, the presence of membrane bound vesicles and myelin whorls (6). It is significant that these neuronal changes were evident 16 hr before the earliest sign of thalidomide dysmelia (7) and therefore were not secondary to the peripheral reduction deformities. However as a model of thalidomide teratogenesis, the rabbit embryo does not truly reflect the response of the human embryo to the drug (8). This study reports more completely the response of the spinal cord and sensory ganglia to thalidomide 361