The metabolism of lipids and fatty acids during embryonic development of Chelydra serpentina (common snapping turtle) was investigated. Substantial changes in lipid class and fatty acid composition occurred as lipids were transferred from the yolk to the yolk sac membrane (YSM) and then to the brain, eyes, heart, and lungs of the hatchling. Lipids were hydrolyzed in the yolk prior to transport to the YSM, shown by a large increase in free fatty acids (FFAs) during the second half of development. Triglyceride-derived docosahexaenoic acid (DHA) was utilized preferentially to phospholipid-derived DHA. In the YSM, arachidonic acid (ARA) was selectively incorporated into phospholipids while DHA was preferentially incorporated into triglycerides. Selective incorporation of DHA and ARA into the brain and eyes, and ARA into the heart was observed, indicating the importance of these PUFAs for organ development and function. The amount of DHA and ARA in each organ was less than 1% of that measured in the yolk of the freshly laid egg, indicating that only a small portion of yolk PUFAs were incorporated into the hatchling organs studied. We discuss the differences in the mechanisms and utilization of yolk lipids in turtles compared with lipid uptake during embryonic development in birds.