Forty crossbred steers of similar birth date and fed the same growing-finishing diet were used to study adipocyte changes in six fat depots during growth from 11 to 19 mo of age. Steers were slaughtered at 2-mo intervals. Adipose tissue samples were obtained from kidney, mesenteric and brisket fat and subcutaneous, intermuscular and intramuscular fat from the 10th to 12th rib section. The osmium tetroxide fixation technique was used for determination of cell size and number. Except for three brisket fat samples, distributions of adipocyte diameters from six different fat depots were monophasic during the age range considered in this study. At 17 mo of age, the mean adipocyte diameter, in decreasing order, was: kidney fat greater than mesenteric greater than subcutaneous greater than intermuscular greater than intramuscular greater than brisket fat. Fat deposition during growth to 19 mo of age occurred mainly by hypertrophy of adipocytes. An apparent cell hyperplasia occurred in the intramuscular fat depot from 11 to 15 mo and in the brisket fat depot after 15 mo of age. Based on cellularity characteristics, evidence exists to classify intramuscular and brisket fat depots as late-developing ones. Cell number/gram of intramuscular adipose tissue was a better predictor of marbling score than was fat cell diameter.