Changes in rat mammary fat pad during pregnancy were assessed by studying differences in the morphology and composition of the pad and in the levels of proteins involved in the accumulation and mobilization of fat stores. During pregnancy, the mammary fat pad weight had increased 1.8-fold by day 20, as compared with control rats. DNA content had increased two-fold by day 13 and remained stable until day 20. Protein content showed a two-fold increase on day 20, compared with control rats. As pregnancy advanced, both the percentage of mammary gland cells with respect to the whole mammary fat pad and the size of the adipocytes increased. The specific content of the different elements of the lipolytic pathway, viz. (alpha(2A)-adrenergic receptor (AR), beta(3)-AR, cAMP-dependent protein kinase and hormone-sensitive lipase (HSL)) underwent a decrease as pregnancy progressed, although adenylate cyclase increased greatly. The lipoprotein lipase (LPL) content per gram of tissue increased with pregnancy and the HSL-to-LPL ratio reflected a continuous increase in the triglyceride storage throughout pregnancy. Thus, the mammary fat pad undergoes extensive morphological, compositional and metabolic transformation during pregnancy, attributable to the development of the mammary gland. The various elements of the lipolytic pathway and LPL undergo major changes during the development of the mammary gland focused towards the increase of fat stores and allowing the accumulation of lipid droplets in the epithelial mammary cells and an increase in adipocyte size.