Nuclear elimination accompanies differentiation in such specialized cell types such as erthyrocytes and lens fibre cells. It also accompanies apoptosis which has suggested that similar processes could operate in both. Denucleation occurs in the lens in order to reduce light scatter and this process is often disrupted in cataract. Using the adult bovine lens as a model system, nuclear changes accompanying denucleation are described with particular emphasis on the lamina, nucleolar and coiled body compartments in lens nuclei. Nuclear shape, chromatin reorganization and chromatin breakdown were also monitored to correlate the timing of events. Rearrangement of both A- and B-type nuclear lamins occured in parallel with chromatin condensation and preceded changes in nuclear shape. The earliest changes detected in this study occured in the coiled body and nucleolar compartments using coilin and fibrillarin antibodies respectively, suggesting that a shutdown in transcription is an early event in denucleation. Fibrillarin redistributed from an open floret pattern to several condensed spots which gradually decreased in intensity and eventually disappeared. Coilin, however, was localized in several microfoci prior to being reorganized into fewer larger foci. Prior to chromatin condensation, coilin redistributed to the nucleolar compartment and was absent from nuclei where chromatin had begun to condense. Such nuclei were positive by TUNEL staining. In contrast to the nucleus, mitochondrial degradation in lens fibre cells was a rapid process and involved a relatively sharp transition between positive and negative fibre cells for two mitochondrial specific markers, BAP 37 and prohibitin. A link between the changes in the nuclear lamina and chromatin with the initiation of mitochondrial fragmentation was also observed. Therefore, it is possible that the signal for the initiation of denucleation could originate from the mitochondria as proposed for apoptosis. Differences between apoptosis and lens fibre cell denucleation were noted and included the timescale of nuclear changes as well as the persistence of a nuclear remnant. These studies suggest that transcriptional shutdown precedes lamina reorganization and chromatin breakdown during lens fibre cell denucleation.