Perinatal exposure of rodents to 2,3,7,8-tetrachlorodibenzo-p-dioxin (TCDD) has been shown to result in thymic atrophy and cell-mediated immune suppression at lower doses than are required to produce those effects following adult exposure. This study was designed to examine the effects that in utero TCDD exposure has on thymocyte development in the rat. Timed-bred pregnant F344 rats were given 0, 1.0, or 3.0 mcg TCDD/kg body weight by gavage on gestational day 14 (GD14). On GD19 or GD22/postnatal day one (PD1), the dams were euthanized, and the dams and their offspring were examined for organ weight and thymus phenotypic alterations. GD19 fetuses from the 3.0 mcg TCDD/kg maternal exposure group exhibited decreases in relative thymus weight and thymic cellularity. There were a decreased percentage of CD3-/CD4+ CD8+ thymocytes and an increased percentage of CD3-/CD4-CD8+ thymocytes in these fetuses, but there were no alterations in the CD3+ subsets. No effects were seen in the GD19 fetuses from the 1.0 mcg TCDD/kg dosage group. In the TCDD-exposed GD22/PD1 offspring thymic atrophy was no longer present, but there was an increase in the relative liver weight. In addition, there were decreased percentages of CD3-/CD4-CD8-, CD3+/CD4-CD8-, and CD3+/CD4+CD8+ thymocytes and an increased percentage of CD3+/CD4-CD8+ thymocytes. The CD3+/CD4-CD8- and CD3+/CD4-CD8+ cell populations were the most sensitive, with changes appearing at both 1.0 and 3.0 mcg TCDD/kg maternal exposures. The TCDD-exposed GD19 dams exhibited an increased relative liver weight, a decreased relative thymus weight, and alterations in thymic CD3+ populations. Three days later the relative organ weights had recovered in the dams, but the phenotypic alterations were seen in CD3- as well as CD3+ thymocyte subsets. These results indicate that the developing rat fetal thymus is susceptible to the effects of TCDD. In addition, pregnant rats and their offspring showed similar alterations in thymocytic phenotypes.