The differentiation of mammalian white adipocytes from prenatal through early postnatal periods was studied by light and electron microscopy in C57BL mice. Anatomical regions chosen for this study were the epididymal, mesometrial, mesenteric and inguinal fat pads. In each of these regions, adipocytes differentiated from fibroblast-like cells (preadipocytes) characterized by an ovoid nucleus, profiles of rough endoplasmic reticulum, microtubules, microfilaments, spherical mitochondria, and small multiple lipid inclusions. Preadipocytes of the inguinal fat pad were first observed prior to birth (17–19 days), whereas, in the other anatomical sites, these cells were not observed until one to three days postnatally. As differentiation proceeded, and as the adipocytes assumed a spherical shape, there was a progressive decrease in the amount of rough endoplasmic reticulum and microfilaments concomitant with transient glycogen storage and an increase in the size of lipid droplets. Mature unilocular adipocytes were observed in the inguinal fat pads at three days of age. On the other hand, these cells did not appear until seven days after birth in the epididymal fat pad, mesometrium and mesentery. Regardless of the anatomical region studied, the differentiation of preadipocytes to adipocytes proceeded similarly. Preadipocytes could not be distinguished from fibroblasts morphologically within the fat depots studied. Adipocytes at the mid-stages of differentiation and in all regions studied occasionally exhibited close intercellular contacts of varying morphology.