We describe the sequential ultrastructural changes in villus absorptive cells of human fetal small intestine between 9 and 22 weeks of gestation. In concert with villus formation at 9 to 10 weeks, a complex membranous system designated the apical tubular system appeared in the apical cytonous system designated the apical tubular system appeared in the apical cytoplasm of absorptive cells. The apical tubular system consisted of deep invaginations of plasma membrane and membrane-bounded vesicles and tubules. Some elements of this system were characterized by linear arrays of particles on the inner (luminal) membrane leaflet. After villus formation, many lysosomal elements designated "meconium corpuscles" also appeared in the apical cytoplasm. Modified morphometric studies suggested that both the apical tubular system and the lysosomal elements were more extensively developed in the distal than in the proximal intestine, were most abundant at 15 to 17 weeks, and decreased by 18 to 22 weeks. Morhpometry also showed an inverse relationship between the relative surface density of the apical tubular system and microvillus membrane, suggesting the possible derivation of elements of the former from the apical plasma membrane. Exposure of intestine to ferritin for 8 to 40 minutes in vitro revealed ferritin in elements of the apical tubular system of 12- to 20-week fetuses. There was no evidence of transport of ferritin across absorptive cells. Distinctive membranous bodies composed of convoluted membrane-bound cisternae separated by narrow channels of cytoplasmic matrix were seen in the Golgi region and apical cytoplasm of fetal absorptive cells between 14 and 22 weeks. In a single 22-week fetus, there was marked proliferation of smooth endoplasmic reticulum, a decrease in cytoplasmic glycogen and loss of most lysosomal and apical tubular elements in the proximal but not the distal intestine. Thus, by the end of the second trimester, the structure of absorptive cells in proximal intestine was remarkably similar to absorptive cells in adult intestine.