In the frog, the fat body is the largest body lipid deposit and is associated with the gonad. The aim of the present work was to investigate the fine structure of the fat body at different periods of the annual cycle and during prolonged starvation. Results indicate that fat body cells of Rana esculenta caught in autumn and after winter hibernation resemble mammalian adipocytes of white adipose tissue and contain markers of adipose tissue, such as S-100 protein and lipoproteinlipase. However, unlike mammalian adipocytes, fat body adipocytes consistently show small lipid droplets associated with their single, large lipid deposits, a lack of a definite external lamina, and the presence of cellular prolongations and spicula at their surfaces. Transmission and scanning electron microscopy in association with lanthanum tracer experiments suggest that in fat body adipocytes a vesicular-tubular system connects the cytoplasm and the interstitial space. In June (i.e., during the reproductive period), fat body adipocytes appear to have lost much of their lipid deposit and adjacent adipocytes show interdigitation of their plasma membranes and prominent Golgi complexes. In starved frogs, fat body cells can be almost devoid of lipid and in regression to a near-mesenchymal state. Nevertheless, these fat bodies still contain lipoproteinlipase activity (approximately 45% of that found in lipid-filled ones), indicating persistent adipose differentiation of the cells therein. Results presented here show that the R. esculenta fat body is an adipose organ undergoing reversible extreme changes in adipocyte fat content, which are associated with definite ultrastructural features. The fat body represents a suitable model for studying adipose tissue under different and extreme physiological conditions.