Axon plasma membranes (axolemma) were studied by freeze-fracture electron microscopy at stages prior to and during myelination in the optic nerves of neonatal rats. In unensheathed axons, intramembranous particles associated with the internal (P) and external (E) leaflets of the axolemma increased in number before reaching a plateau (approximately 600/μm2 in both leaflets) at about 9 days postnatally. In newly myelinated fibres, by contrast, the distribution of particles was asymmetrical; fewer particles (approximately 200/μm2) were found on the E-face and greater numbers (approximately 1400/μm2) were present on the P-face, distributions similar to those observed in mature myelinated fibres. Node-like aggregations of particles were not found in unensheathed pre-myelinated axons nor were they present in axons presumed to be ensheathed by glial cytoplasm but not yet myelinated, although nodal specializations could be easily identified in fibres with only a few turns of compact myelin. These observations show first that there is a redistribution of particles in the P- and E-faces of the internodal axolemma coincident with the onset of myelination and secondly, that nodal specializations (represented by the increased densities of E-face particles) appear after ensheathment but before the formation of compact myelin in fibres of the rat optic nerve.