Two premature infants were found to have focal encephalomalacia, one in the nucleus of the third cranial nerve, the other in the nucleus of the fifth nerve. In one case nonocclusive thrombus in the basilar artery may have caused the encephalomalacia. These cases demonstrate that congenital cranial neuropathies may be caused by destructive lesions occurring in the perinatal period and are not necessarily due to malformations.