In previous papers (1, 2), it was shown that in the rat fetus, testicular differentiation begins 13 days after fertilization, in the depth of the primordium near to mesonephric tubules. A few cells swell and differentiate into Sertoli cells which encompass the germ cells. In the meantime they delineate locally one part of the contour of the developing seminiferous cord, which is completed by the recruitment of new cells during the next hours. Under the electron microscope the differentiation of the Sertoli cells involves cytoplasmic and organelles changes, typical junctions and microfilaments toward the external surface of the seminiferous cord. Testicular differentiation can be obtained in vitro in cultures made in a synthetic medium without or with addition of chick embryo extract. Fetal calf serum prevents the organogenesis of the sex cords or produces the disintegration of those already differentiation (on day 14). These data clearly underline some of the cellular processes involved in the differentiation of the seminiferous cords.