The postnatal development of microglial cells was investigated in the neonatal rat brain by use of light- and electron microscopy, including enzyme-histochemical techniques. Microglial cells were selectively stained by demonstration of their nucleoside diphosphatase (NDPase) activity and classified into three types: 1) In the early postnatal period "primitive microglial cells" showing scantily ramified processes were found in the cerebral cortex, the hippocampal formation, and the hypothalamus. During the course of the first postnatal week the processes of this cell type developed gradually and the cells were transformed into typical ramified microglial cells, called "resting microglial cells". 2) "Amoeboid microglial cells "showing typical features of macrophages were characteristic of the cerebral white matter. 3) "Round microglial cells" possessing a round soma and few pseudopodia but no characteristic processes occurred in large numbers in the subventricular zone of the lateral ventricle and as single elements in the vicinity of blood vessels. Histochemically, thiamine pyrophosphatase (TPPase) was demonstrated only in the fully developed, ramified microglial cells ("resting microglial cells"), which could be readily observed in the central nervous tissue from the age of 14 day. "Round and amoeboid microglial cells" did not show TPPase activity and disappeared after 14 days of postnatal life. By use of electron microscopy, in neonatal rats NDPase activity was apparent in the plasma membrane of the three types of microglial cells ("primitive, round, and amoeboid" types). They showed basically similar submicroscopic characteristics, i.e., well-developed Golgi apparatus, long strands of rough-surfaced endoplasmic reticulum, single dense bodies and vacuoles, and numerous ribosomes. "Amoeboid microglial cells" were characterized by their well-developed cytoplasmic vacuoles and phagocytic inclusion bodies. The present study strongly suggests a mesodermal origin for these microglial elements.