In spite of an eventual catabolic phase during the last third of pregnancy, nitrogen retention seems to increase in pregnant rats. Furthermore, the high uterine blood flow and the high placental transfer of amino acids maintains an adequate nutrient supply to the fetuses. 2. The terminal rat fetus has a high circulating plasma amino acid level, as well as an increased free amino acid tissue pool when compared to its mother's. 3. In the rat fetus the development of enzymatic capabilities shows a sudden emergence (also denomined clustering) in late fetal life. In a general trend, the activities of enzymes related with amino acid metabolism are not well developed during rat fetal life. 4. The rate of amino nitrogen excretion in rat fetus is low, mainly due to the low development of urea cycle enzyme activities. 5. The rates of protein synthesis in many tissues are high in the rat fetus and they show a progressive decrease until delivery. On the other hand, the rates of protein breakdown are also higher during fetal life than in the adult.