Sublingual glands of rats were prepared for light and electron microscopy and for the histochemical demonstration of myofibrils and alkaline phosphatase (AkPase) activity. Through 17 days in utero, the epithelial cells of the glandular rudiment are relatively undifferentiated. At 18 days, the inner cells of the terminal buds begin to assemble around a lumen and accumulate secretory granules, while the outer cells flatten and form long processes. At 19 days, many of the outer cells have dilated cisternae of rough endoplasmic reticulum engorged with finely granular material. At 20 days, some of the outer cells have thin bands of microfilaments in their processes, suggesting that they are differentiating into myoepithelial cells (MEC). Though the secretory cells are almost mature at birth, only a few of the MEC have myofibrils detected with an actomyosin reaction, and AkPase activity is very weak. Progressive increases in AkPase activity and in myofibril size and number continue until the acini and intercalated ducts are fully invested with mature MEC at about 14 days after birth. Thus, the MEC and secretory cells begin to differentiate at the same time, but the MEC subsequently differentiate asynchronously with the secretory cells and with each other. Although the sublingual MEC are only partly differentiated in the newborn rat, their overall development occurs somewhat more rapidly than in the adjacent submandibular gland.