The rapid transition of a stationary axon into a motile growth cone re
quires the recruitment of membrane and its strategic insertion into th
e neurolemma. The source of membrane to support the initial rapid grow
th postaxotomy is not known. Using membrane capacitance measurements,
we examined quantitative aspects of membrane dynamics following axotom
y of cultured Aplysia neurons. Axotomy activates two processes in para
llel: membrane retrieval and exocytosis. Unexpectedly, membrane retrie
val is the dominant process in the majority of the experiments. Thus,
while a growth cone is vigorously extending, the total neuronal surfac
e area decreases. We suggest that the initial rapid extension phase of
the newly formed growth cone postaxotomy is supported by a pool of in
tracellular membrane that is rapidly retrieved from the neurolemma.