The axolotl pronephric duct rudiment is readily accessible to both SEM observation and surgical manipulation. The rudiment segregates from the dorsal part of the lateral mesoderm and then extends caudally along the ventrolateral border of the segmenting comites, eventually contacting the cloacal wall. The marked thinning of the rudiment which accompanies this migration is paralleled by a corresponding reduction in cell number across the duct's diameter and by caudad translocation and elongation of vital dye marks applied to the duct mesoderm. Duct extension thus involves appreciable cell rearrangement. The morphology of duct mesoderm and its substratum (somite and lateral mesoderm) suggests that active locomotion of cells near its tip marshals the duct's caudad elongation. Filopodia and small focal areas of intercellular contact may mediate the adhesions between the cells which must be broken and reformed as the cells rearrange.