Reproductive tissues were collected monthly from male Antechinus stuartii during the first 5 months of post-partum development, a period corresponding to the time between birth and the initial increase in plasma androgen above non-detectable levels. The gonad appeared undifferentiated at day 3 after birth, but the basic structure of the testis (tunica albuginea, sex cords, stroma) was well established at 1 month of age. At this stage the developing sex cords contained a single layer of pre-Sertoli cells which surrounded a central core of gonocytes. Mitotic division of cells within the cords was common. Intertubular fetal Leydig cells, often observed in clumps, and perivascular and peritubular fetal Leydig cells were common and readily identified. By 2 months of age there was an obvious increase in cord diameter and the abundance of pre-Sertoli cells, while a marked reduction in the density of connective tissue cells and fetal Leydig cells was observed in the interstitium. Fetal Leydig cells appeared to persist only in close association with the developing seminiferous cords. Testicular size and the diameter and convolutions of the seminiferous cords increased substantially (two fold increase in cord diameter) by 3 months of age. Gonocytes had begun to migrate toward the basal lamina of the cords, and connective tissue cells and Leydig cells appeared in large numbers throughout the interstitium. By 4 and 5 months of age, gonocytes were commonly seen in contact with the basement membrane, and the cords remained non-patent. Leydig cell number and density increased greatly during these months. The epididymal epthelium remained undifferentiated throughout the first 5 months of development. Epithelial cells characteristically contained a large nucleus which occupied most of the cell, very little cytoplasm and few organelles. The diameter of the epididymal duct was similar throughout for the first 3 months of the study. In months 4 and 5 the diameter of the duct in caput and corpus regions increased, ahead of that of the cauda, possibly in relation to variations in androgen exposure at different regions along the developing duct. Further histological and quantitative studies on the growth and development of Leydig cells within the Dasyuridae are needed for comparision with eutherian mammals, which together with knowledge of the changing levels of fetal androgens may provide a greater understanding of the role of the different populations of Leydig cells in the differentiation of the testis and male reproductive tract. Marsupials from excellent animal models for such studies, since much of the early differentiation of the gonads and reproductive tract occurs in the pouch, rather than in utero, allowing easy access to young at this time.