An epidemic of obesity is taking place in most societies around the world. Overall obesity substantially increases the risk of subsequent morbidity. In children and adolescents the degree of body fat mass depends upon ethnic background, gender, developmental stage and age. Obesity is characterized by increases in the number or size of fat cells, or a combination of both. It is generally believed that the number of fat cells depends on age of onset and degree of obesity. This chapter provides information on intrauterine growth of fetal adipose tissue, the earliest period of onset of proliferation, and some of the factors that interact to enhance or suppress development. Fetal adipose tissue development is regulated by the complex interaction of transcription factors, nutrients and adipocytokines. Maternal, endocrine, and paracrine factors also influence specific changes in angiogenesis, adipogenesis, and metabolism. During embryogenesis and in fetal life, leptin and adiponectin, two important adipocytokines, are present at high concentrations in the circulation and in tissues. Developmental stages and metabolic processes influenced by specific hormones and paracrine factors have been identified through examination of the offspring of obese and diabetic pregnancies, hormonal manipulation during late pregnancy in animal models, and the use of cell cultures. Collectively, the results of the studies cited herein delineate the basis for imprinting or conditioning of fetal pre-adipocytes at the paracrine/autocrine level, and of fetal adipose tissue development and metabolism.