The general histology and ultrastructural features of the developing ductus epididymidis were examined in the brown marsupial mouse, Antechinus stuartii, from April, when males were sexually immature, until August, when the adult males were involved in mating activities, just prior to the annual male die-off. Samples were also examined 3 and 6 months after the August die-off period in males kept in isolation from conspecifics during the prebreeding and breeding periods. In April, tubule diameter and epithelial height were largest in the caput and least in caudal segments but the reverse was observed thereafter. Epithelial height increased in caput segments in August and remained high in the post die-off samples. However, caput epithelial height and tubule diameters were low compared with the remainder of the duct from July until February. Luminal shape in caudal segments (10, 11 and 12) changed in June from circular to a narrow slit, and the epithelium became variable in height. The epididymal epithelium was undifferentiated with few cytoplasmic organelles in April. Differentiation occurred mostly from May to June in associaion with an increased abundance of cytoplasmic organelles, increasing prostatic weight and rising plasma androgen levels. Differentiated principal and basal cells were found in caput and corpus regions in May and in caudal segments in June in association with the de novo development of a brush border of microvilli. Few clear cells were seen in caput and corpus regions of the duct in May but they, and mitochondria-rich cells, were common throughout the duct from June. Development of the unusual structural features of the cauda epididymidis preceded the arrival of spermatozoa in June. The presence of degenerating spermatozoa and cytoplasmic droplets in the cauda at this time suggested that it was not yet capable of supporting sperm viability. There was no evidence to suggest that the presence of spermatozoa has a stimulatory effect on the epididymis. Intact sperm were observed throughout the duct from July. Free cytoplasmic droplets, which showed some evidence of degeneration, collected in large masses in the distal corpus/ proximal cauda epididymidis of adult males between aggregates of spermatozoa. Epididymal differentiation appeared complete by mid-July; few ultrastructural changes occurred after this time. Recruitment of spermatozoa into the epididymis ceased by August and was associated with a rapid decline in sperm content in the proximal caput segments. In the November and February samples, spermatozoa were present only in distal corpus and proximal cauda segments. As in some eutherian mammals, differentiation of the epididymis in A. stuartii occurs in a descending fashion from caput to cauda. Development is linked to the onset of fluid and androgen production from the testis, which is essential for developing and maintaining a suitable caudal environment for storage and survival of spermatozoa.