Differentiation of the rat testis was studied by light and electron microscope from the fetal stage up to the newborn or adult stage. The purpose of the present study is to investigate the ultrastructural changes of seminiferous tubules and interstitial tissue during the developmental process. The results were as follows: the seminiferous tubule diameter began to increase from birth and was fully developed at 30 to 40 days of age through intratubular cell proliferations. Basement membrane and myoid cells lining the seminiferous tubules were differentiated at 17 days gestation. At the fetal stage, seminiferous tubules were primarily composed of Sertoli cells and the differentiation of Sertoli and germ cells progressed from the newborn stage. Spermatids and immature spermatozoa are appeared at 40 days of age, so from this time, spermatogenesis occurred actively until the adult stage. Sertoli cells aided germ cell differentiation and phagocytosed the parts of the spermatid cytoplasm. Leydig ce]] development follows a biphasic pattern: a fetal phase and then an adult phase from 20 days of age. In conclusion, the rat testis is already developed to some extent by the fetal stage and is functional after 50 days of age. Therefore, these findings indicate that differentiation of Sertoli and Leydig cells precedes the onset of spermatogenesis.