The morphological and functional changes associated with ageing were studied in adrenal steroidogenic cells derived from duck embryos. Cells grown for not more than three days had structural characteristics similar to their counterparts in vivo; they contained numerous lipid droplets and mitochondria, an abundant smooth endoplasmic reticulum, an even network of microtubules, and microfilaments that formed extensive and elaborate systems of parallel stress fibers. After the 3rd day of growth in culture, many of the cells started to decrease in size and become elongated; the older cells showed less well-defined actin filaments and contained elongated mitochondria, fewer lipid droplets, less smooth endoplasmic reticulum, and swollen cisternae of rough endoplasmic reticulum. The proliferative capacity of the cells was the same when they were cultured in either the presence or the absence of 1-24 ACTH. After the first day of growth in culture, the steroidogenic capacity of the cells declined and the addition of 1-24 ACTH to the growth medium did not prevent changes in their structure and function. The decline in steroidogenic capacity occurred both in terms of the amount of hormone released into the culture medium and in the ability of the cells to respond when incubated in buffer containing 1-24 ACTH. Since the basal unstimulated rates of corticosteroid production also declined as the cells aged, it is probable that the steroidogenic deficiency occurs at a site distal to the corticotropin receptor; this is also consistent with the ultrastructural observations that suggest a relationship between the morphological changes and the decline in steroidogenic capacity as the cells age.