805 normal-for-age human embryos and fetuses were used to study early prenatal fat development. The investigation included observations on stages of fat morphogenesis at the light microscopic level and computerized image analyses of fat lobule size and number. The buccal fat pad was selected as a model system for the analyses. Fat tissue differentiates between the 14th and the 16th weeks: there are five morphogenic phases in adipose tissue formation, strongly associated with the formation of blood vessels. Fat lobules are the earliest structures to be identified before typical vacuolated fat cells appear. Concerning fat lobule size and number, we show that after the 23rd week the total number of fat lobules remains approximately constant, while from the 23rd to 29th week the growth of adipose tissue is determined mainly by an increase in size of the lobules. These results suggest that the 14th through the 23rd week is a sensitive period in fat lobule development, and that disturbances of normal adipogenesis during this period may play a role in the etiology of obesity in later life.