Adipocyte dimensions of subcutaneous fat, sampled by biopsy at the 13th rib, were measured in 20-week-old rams from lines of Texel-Oxford and Scottish Blackface sheep, both divergently selected for carcass lean content. A total of 163 animals were measured, with close to equal numbers per breed-line combination. In both breeds, the high (lean) selection line had significantly lower backfat depths (0·71 mm in the Texel-Oxford and 0·83 mm in the Scottish Blackface, s.e.d. = 0·14 and 0·13 mm, respectively), but body weight did not differ between the lines. The ultrasonic fat depth differences between the Texel-Oxford selected lines were accompanied by increases in adipocyte diameter, area, diameter standard deviation within each sample and implied cell number, calculated as the ratio of ultrasonic fat depth to average adipocyte diameter. In the Scottish Blackface sheep there were no selection line differences in adipocyte dimensions, but there was an increase in implied cell number in the line selected for increased fatness. Across breeds, ultrasonic fat depth was correlated with both adipocyte diameter and implied adipocyte number (r = 0·58 and 0·75, respectively), but these latter two measurements were uncorrelated with each other.