At the 7–8 somite stage of embryonic chick development (29-31 hours of incubation), a slightly elliptical island of thickened ectoderm appears laterally on either side of the most distal constricture of the rhombencephalon at the level of the anterior intestinal portal. The appearance and extent of this auditory placode is precisely correlated with the subjacent accumulation of neural crest cells. By 33 hours of incubation, there is a distinct depression in the developing otic placode, and by 40 to 45 hours, the placode is visibly invaginated, forming an epithelial vesicle or otocyst. Carefully staged embryos were serially sectioned, and the area underlying the developing otic placode was traced with a planimeter. It was found that placode size (area 60,000 μm2) is nearly unchanged from 30 to 42 hours of development. During this time interval, the placode cells first become columnar, show nuclear orientation, and then pseudostratify. The increase in placode cell number during this time interval is not likely to be the result of localized, accelerated cell division: the population doubling time of placode cells is eight and one-half hours and the mitotic index of 2.5% is similar to that of cells in an equivalent area of adjacent, non-placode forming head ectoderm. A model of otic placode formation is proposed which suggests that by 30 hours of development, a discrete population of placode forming cells is segregated from head ectoderm. Subsequent epithelial pseudostratification results from accumulation of this dividing population within the limits of the placode.