The development of the bovine small intestine was examined in 24 embryos and fetuses by light microscopic, scanning and transmission electron microscopic methods. Special reference was paid to the genesis of the epithelium and particularly of the villi intestinales. The primitive intestine consists of one layer of epithelial cells surrounded by mesenchym and tunica serosa. The fetal intestine (up to the 24th week of gestation) shows all the morphologic structures of the adult. In small intestine the development of cryptae and villi intestinales starts before the 7th week of gestation and progresses with a proximo-distal gradient. Epithelial proliferation that gives rise to primary epithelial villi makes epithelium become temporarily stratified. Finger-like secondary villi develop by proliferation of the mesenchym. In addition to this process mucosal folds occur in duodenum giving rise to villi by segmentation. At the same time the differentiation of epithelium starts. The fetal small intestine, like many other fetal tissues displays masses of glycogen.