The ultrastructure of the pineal gland of 32 sheep embryos was studied from day 54 of development through birth. Embryos were arranged in four age-groups, defined in terms of the most relevant histological features: group 1 (54 to 67 days of prenatal development), group 2 (71 to 92 days), group 3 (98 to 113 days), and group 4 (118 to 150 days). A primary cell type, designated the pinealoblast, was observed from 54 days until birth; ultrastructurally, this cell was found to contain all the organelles required for hormone synthesis. A second cell population, classified as interstitial cells by virtue of their location among pinealoblasts, appeared at 78 days gestation and persisted until birth. Interstitial cells were scarce and exhibited tropism for the perivascular space. From 118 days gestation until birth, a third cell type, termed the pigmented cell, was visible. Pigmented cells, whose ultrastructural characteristics differed from those of pinealoblasts, contained a large number of pigment granules of varying size and shape. The pineal gland of developing sheep embryos showed considerable innervation and abundant vascularization; this, together with certain ultrastructural characteristics, suggests that the gland has a secretory function in uterine life.