Treatment of adult female canaries with testosterone (T) causes them to produce male-typical vocalizations and results in striking growth of brain nuclei that control song behavior (Nottebohm, 1980). The song-control nucleus HVc (caudal nucleus of the ventral hyperstriatum) contains cells that concentrate testosterone or its metabolites, suggesting that steroid hormones may induce the growth of HVc directly by regulating the expression of specific genes in those HVc neurons that have steroid receptors. However, we have previously provided evidence that is inconsistent with the idea that steroids promote growth of HVc solely via a direct action on hormone receptors: testosterone treatment of deafened adult females results in very little growth of HVc, relative to T-treated hearing birds (Bottjer et al., 1986b). Thus, birds in the former group undergo very little overall growth of HVc despite high circulating levels of hormone. We show here that the slightly increased size of HVc in T-treated deaf birds is attributable to an increase in neuronal spacing; the greatly increased size of HVc in T-treated hearing birds is due to an increase in neuronal number as well as spacing. There was virtually no increase in number of HVc neurons in T-treated deafened birds relative to control groups, whereas T-treated hearing birds showed a marked increase in neuron number. The song-control nucleus RA (robust nucleus of the archistriatum), which receives direct afferent input from HVc, also increases in size in response to testosterone treatment. However, the volume of RA increases in both hearing and deafened birds; this increase is primarily due to an increase in neuronal spacing as well as a small increase in neuron number. These results demonstrate that the number of neurons in a specific vocal-control nucleus (HVc) can change dramatically in adult canaries and suggest that some synergistic action of hormonal and sensory stimulation is necessary to induce such a change.