In 35-day-old rats which were undernourished by quantitative restriction of the mother's diet from the 6th day of gestation, the wet weight and the DNA content of the cerebellum were slightly more decreased than those of the cerebrum. Cell growth (estimated from the DNA concentration and form the ratios of RNA and protein to DNA) was significantly affected by food deprivation only in the cerebellum. In the cerebullar cortex, the number of Purkinje, Golgi and stellate cells were unchanged. The numbers of other cell tyes were affected to various extents: there were significantly less granules and basket cells per Purkinje cell, and a still more marked hypoplasia of glia involving the glial cells of the molecular layer, as well as the astrocytes of the internal granular layer and the Bergmann cells of the Purkinje cell layer. Finally, the total number of glial cells within the cortex was decreased by 44% against 13% for neurones. These effects of undernutrition on cell acquisition within the brain, and on the cellular composition of the cerebellum, contrast with those of thyroid deficiency.