Quantitative and qualitative changes in liver tissues during prenatal development were studied by electron microscopy and morphometry. On the 15th day, 30% of fetal liver volume consisted of hepatocytes, and the extrahepatocytic spaces amounted to 63%. The hemopoietic cells occupied 93% of the extrahepatocytic spaces. Immature bile canaliculi were observed and amounted only to 0.14% of extrahepatocytic spaces. The hepatocytes were irregular in shape and possessed several large lipid droplets which amounted to 19% of the cytoplasm. Although the rough surfaced endoplasmic reticulum (RER) was well developed, the smooth surfaced endoplasmic reticulum (SER) was not yet differentiated. The typical peroxisomes with nucleoid and glycogen were not observed in the cytoplasm. On the 18th day the volumetric densities of hepatocytes and bile canaliculi were increased. The typical peroxisomes with nucleoid appeared in the cytoplasm. The accumulation of glycogen which amounted to 12% of the cytoplasmic volume had taken place, while the volume of lipid droplets decreased significantly. In glycogen areas the differentiation of SER began. At birth the histogenesis of the liver was well established. The hemopoietic cells decreased in number and were confined to perisinusoidal spaces. The volumes of biliary capillaries and sinusoids were comparable with these of young rats now. The volumetric density of hepatocytes increased and occupied about 74% of the liver. The volumetric densities of mitochondria, SER, peroxisomes, secondary lysosomes, and lipid droplets increased significantly in comparison with those of the 18 days old fetus, while RER, Golgi area, and primary lysosomes were rather constant. The volumetric density of glycogen decreased rapidly at birth.