This study was performed to investigate the differentiation and distribution of choline acetyltransferase (ChAT}-immunoreactive cells in the magnacellular preoptic nucleus (MCPO) of the postnatal and adult rat forebrains, utilizing techniques of immunocytochemistry. According to the cell shape and the ratio of long axis versus short axis of cell soma, the ChATimmunoreactive nerve cells in the MCPO were classified into six types: 1) round, 2) oval, 3) elongated, 4) fusiform, 5) triangular, and 6) polygonal types. Frequency distributions of the oval and round nerve cells on the postnatal day (PND) 0 were observed to be high. But in the adult, frequency distributions of the same cells were shown to decrease. Compared to those of the postnatal rats, frequency distributions of elongated, fusiform, triangular, and polygonal nerve cells in the adult were increased. The total mean volumes of ChAT-immunoreactive cell somata in the MCPO of PND 0 rat were the lowest, while those in the PND 17 rat were shown to be the highest and decreased in the adult. The soma volumes of the immunoreactive cells at the PND 17 were evenly distributed, but those in the other developmental stages (e.g. PND 7 and adult) appeared to exhibit unimodal distributions. On the electron micrography, the free ribosomes, polysomes, and rough endoplasmic reticula (RER) of the nerve cells in the MCPO of PND 21 rat forebrains were immunoreactive to ChAT in the tissues untreated with triton X-100. According to the observations in the present study, it is considered that the ChAT-immunoreactive nerve cells in the MCPO of the rat forebrains are differentiated throughout the following processes during the postnatal development: 1) increase in cell soma volumes, 2) development of neurites, 3) increase in the frequency of differentiated cell types, and 4) decrease in cell soma volumes. The ribosomes, polysomes, and RER are considered to be closely related to the intracellular localization and biosynthesis of the ChAT but not Golgi complex.