Development of the adrenal cortex is dependent upon the specific regulation of cellular proliferation and differentiation. Although both intra-adrenal transcription factors and extra-adrenal peptide hormones have been demonstrated as indispensable for this regulatory process, the resulting distribution of proliferating and steroidogenic cell populations in the developing adrenal cortex has not been defined. Thus, we assessed expression and colocalization of a differentiation marker (3-beta-hydroxysteroid dehydrogenase, 3beta-HSD) and a proliferation marker (5-bromo-2'-deoxyuridine (BrdU) incorporation) at the various time points (embryonic day (E) 9.5 until 2 weeks post partum) during mouse adrenal development. In addition, adrenocorticotropin-hormone (ACTH) receptor (melanocortin-2-receptor (MC2-R)) expression was examined by in situ hybridization (ISH) and co-localized with 3beta-HSD. As demonstrated by immunohistochemistry (IHC) the number of BrdU positive cells within the adrenal cortex decreased during development, whereas the number of 3beta-HSD positive cells increased. While BrdU incorporation was evident in a scattered pattern throughout the adrenal gland up to day E13.5, at later time points BrdU positive cells assembled in a discrete subcapsular compartment possibly representing the stem cell layer of the adult adrenal cortex. Interestingly, only a small percentage of proliferating cells expressed 3beta-HSD, while the majority of 3beta-HSD positive cells co-stained for MC2-R expression by means of ISH. As demonstrated by semiquantitative RT-PCR, MC2-R mRNA levels increased from E11.5 until birth, while the highest adrenal secretory protease (AsP) expression was detected at E13.5 with a decrease thereafter. Taken together, these findings are in accordance with the concept of distinct cell populations present during adrenocortical development with a highly proliferative phenotype or differentiated steroidogenic properties.