Endogenous fatty acid synthesis has been observed in some rapidly proliferating cells and tissues, both normal and neoplastic, and probably supports membrane synthesis. Sterol regulatory element binding proteins (SREBPs) are transcription factors that regulate the expression of genes for both cholesterol and fatty acid synthesis. The inactive precursor form resides in cytoplasmic membranes. Intracellular lipid depletion triggers proteolytic cleavage of SREBP, allowing the amino terminus to enter the nucleus and activate the expression of enzymes, including acetyl-CoA carboxylase (ACC) and fatty acid synthase (FAS), major biosynthetic enzymes for fatty acid synthesis. The expression patterns of ACC, FAS, SREBP, and Ki-67 in fetal tissues were compared to determine whether SREBP is likely to participate in the regulation of proliferation-associated fatty acid synthesis during fetal growth. Tissues from 22 fetuses, 12 first-trimester and 10 second-trimester (range 7.0 to 21.6 weeks), were studied. Serial 5-microm sections were stained with antibodies to ACC, FAS, SREBP, and Ki-67 and were compared. ACC, FAS, SREBP, and Ki-67 were coexpressed in the proliferative compartments of the intestines, skin, and kidney. ACC, FAS, and Ki-67 were coexpressed with little SREBP in lung and cytotrophoblast. SREBP, ACC, and FAS were coexpressed without Ki-67 in hepatocytes, ganglion cells, and intermediate trophoblast. The close linkage of SREBP, ACC, FAS, and Ki-67 in some proliferating fetal tissues suggests that in these tissues SREBP participates in the transcriptional regulation of lipogenic genes during proliferation. SREBP, ACC, and FAS coexpression without Ki-67 occurs in differentiated tissues that may synthesize fatty acids for other functions.