1. 1. [1- 14C]Palmitic and [9,10- 3H]palmitic acids were injected into the femoral artery of fetal sheep in utero about one month preparturition. The experiment was terminated after 5, 15 or 30 min when the main tissues were removed for analysis of the lipid components. 2. 2. 5 min after injection of the label, most was recovered in the plasma but increasing amounts were recovered later in the liver and heart. Selective loss of 14C-label occurred such that in the plasma, 30 min after injection, the ratio of 3H: 14C had changed from 1:1 to 8.4:1. 3. 3. Increasing amounts of the labelled lipid were recovered in esterified form with time after injection, and the 3H: 14C ratio differed markedly in specific lipids and tissues. 4. 4. Most of the label was recovered in palmitic acid, but some was also present in myristic and octadecenoic acids. Some evidence was obtained that the latter may have been the Δ 11- isomer , which was found in much greater amounts in fetal than maternal tissues. 5. 5. It appears that partial-oxidation and resynthesis of fatty acids occurs in a concerted manner at a rapid rate in fetal sheep. The phenomenon has important implications for the interpretation of the results of much previous work with fetal animals in vivo.