By studying neuroectoderm formation in the absence of mesoderm and mesectoderm in mutants of the zygotic genes snail and twist, we have found that the number of neuroblasts is not reduced in these mutants, suggesting that mesoderm and mesectoderm are not essential for the initiation of neural development. The position of the neuroectoderm, however, is ventrally shifted: Neuroectoderm takes over the presumptive peripheral mesoderm domain in single mutants, whereas the entire presumptive mesoderm domain in double mutants takes on the neuroectodermal fate. The shifted neuroectoderm still requires the proneural genes and the neurogenic genes. This shift is unlikely to be due to any shift in the nuclear localization gradient of the maternally supplied dorsal protein. A model for cell fate determination of the neuroectoderm, mesectoderm, and mesoderm will be discussed.