Testicular development of sheep fetuses was studied between day 42 of gestation and birth. Testis mass and the total number of testicular cells increased curvilinearly with fetal age and a positive linear relationship was established between the logarithmic values of age and testis mass, sex cord total length, total number of Sertoli cells, germ cells and Leydig cells per testis. The mean number of gonocytes per unit length of sex cord, the Sertoli cell nuclear cross-sectional area and the Leydig cell cross-sectional area decreased linearly with age between day 42 of gestation and birth. Hypophysectomy and hemicastration were performed to study the regulation of testicular cell divisions during fetal life and to determine whether they were under pituitary control and whether a feedback mechanism was present. Hypophysectomy at day 100 or 110 of gestation nonsignificantly decreased (0.05 < P < 0.01) the testis mass, total length of sex cords and total number of Sertoli cells and significantly decreased (P < 0.05) the cross-sectional area of Leydig cells and nuclei of Sertoli cells. Sex cord diameter and total number of gonocytes were unaltered. Hemicastration at day 110 of gestation significantly increased (P < 0.05) the total number of Leydig cells per testis without changing any other testicular parameter. In male sheep fetuses, the proliferation of testicular somatic and germ cells occurs throughout testicular fetal growth at a higher rate before day 100 of gestation than later, but without any differentiation. Mitotic divisions of Sertoli cells are more numerous before birth than afterwards. Before birth, the proliferation of gonocytes is not under pituitary control.