To clarify proliferative activity in the cells of the Rathke's pouch of the rat, we studied the labeling index using bromodeoxyuridine-immunohistochemistry. Rat fetuses were removed 1 h after transplacental injection of bromodeoxyuridine on day 11.5-21.5 of gestation, and were subsequently used to examine cellular proliferation. Although the labeling index within the Rathke's pouch was 30% on day 12.5, it decreased with development and by day 18.5 of gestation had a value of about 5%. The labeling index within Rathke's pouch was not homogeneous throughout the entire pouch, but tended to be higher in regions where cells were more densely packed. This heterogeneous pattern of distribution of labeling index values continued until day 15. On that day, immunoreactive ACTH cells first appeared in the region where the labeling index was low. From day 17 of gestation, the uneven distribution of the labeling index became vague and, simultaneously, the distribution of ACTH cells became homogeneous throughout the pouch. It was concluded that proliferation of the epithelium of Rathke's pouch is heavily involved in the growth of the pouch until at least the appearance of ACTH cells.