sentences: The paper describes a method of fully automatic 3D-reconstruction of a mouse brain from a sequence of histological coronal 2D slices. The model is constructed via non-linear transformations between the neighboring slices and further morphing. We also use rigid-body transforms in the preprocessing stage to align the slices. Afterwards, the obtained 3D-model is used to generate virtual 2D-images of the brain in arbitrary section-plane. We use this approach to construct a highresolution anatomic 3D-model of a mouse brain using well-known Allen Brain Atlas which is publicly available.