Donor tissue containing Rathke's pouch (RP) with its associated mesenchyme and neural lobe was isolated from 15-day fetal rats and stereotaxically transplanted either to hypothalamic hypophysiotropic sites or to cerebral cortex of adult females for 30 days. Hosts either were intact or had been hypophysectomized 2-4 weeks prior to transplantation of Rathke's pouch. Grafts in the hypothalamus of either intact or hypophysectomized hosts were pleomorphic and large, often as wide as 1-2 mm, and occasionally larger. Grafts in the cortex of either intact or hypophysectomized hosts were nodular and occasionally projected upward in association with the meninges (cortex/meninges grafts). Certain features were characteristic of the grafts in all experimental groups, i.e., development of histotypic pars distalis with cell cords and fenestrated capillaries. In all experimental groups gonadotrophs and somatotrophs, when present, were localized at the graft margin adjacent to the connective-tissue interface; mammotrophs, when present, were distributed throughout the graft. Features specific to each experimental group also were apparent. Grafts in the hypothalamus of both intact and hypophysectomized hosts typically were encapsulated by a labyrinthine meshwork of cell processes, whereas cortex/meninges grafts directly abutted dense connective tissue or neural tissue. In hypothalamic grafts in intact hosts, moderately differentiated mammotrophs, gonadotrophs, and somatotrophs could be identified by their cytological features and immunopositivity for prolactin, luteinizing hormone, and growth hormone, respectively. In hypothalamic grafts in hypophysectomized hosts, mammotrophs were absent, and gonadotrophs and somatotrophs were poorly granulated and not abundant. Grafts in the cortex of intact hosts contained numerous, well-differentiated mammotrophs, gonadotrophs, and somatotrophs. Many of the mammotrophs in these grafts were hypertrophied, and profiles of exocytosis were common. In grafts in the cortex of hypophysectomized hosts, mammotrophs were either absent or very few, whereas gonadotrophs and somatotrophs were numerous. Gonadotrophs in these grafts were dramatically hypertrophied, although exocytosis was rare. The results indicate that development of histotypic pars distalis may occur in hypophysiotropic and non-hypophysiotropic brain sites and that the hormonal state of the host as well as implantation site modulate cytodifferentiation of specific pars distalis cell types.