We described the initial events in the interaction between an oligodendrocyte process and an axon in culture utilizing video time-lapse microscopy. Myelination of an axon by the lamellipodium of an oligodendrocytewas achieved in several steps of cellular process development and coordinated interaction between axon and oligodendrocyte. The initial stage of contact included the formation of a lamellipodium process at the end of an oligodendrocyte process. It appeared that this process contacted the axon several times and was then retracted, and that the filopodia and lamellipodium underwent morphological changes prior to the onset of the myelination.In the second stage, the lamellipodium appeared to thicken and anchor to the axon. Finally, when rippling of the lamellipodial ruffling occurred, the angle between the anchoring filopodium and the axon changed depending on the direction of lamellipodial movement, and the lamellipodium, which was folded in layers, wrapped around the axon like a transverse wave in one motion as observed on the video screen. Thereafter, the lamellipodiumassumed a "bursting" form within minutes in real time. This is the first comprehensive overview of howan oligodendrocyte plasma membrane wraps around an axon to form myelin.