In placentas from viable rat fetuses which surgically had been retained beyond term in lactating animals for as long as four days, the fine structure of much of the interhemal membrane was quite like that of full-term placentas. Moreover, contrary to what has been reported previously (Jollie, '64a), in retained placentas which were autopsied at term there were few changes in the four cytoplasmic layers of the membrane which could be interpreted as degenerative. With prolongation of the placenta beyond normal delivery the number of pericytes which were associated with the allantoic endothelium increased; the basal lamina separating the endothelium from trophoblast III progressively became more focally split; and the apposed plasma membranes between this latter layer and trophoblast II appeared to dissociate. Trophoblast II became regionally divided in its cytoplasmic organization, its more superficial zone becoming highly infolded and/or vacuolar. As a consequence, the intertrophoblastic space between layers I and II became more extensive and complex. Within this space, a flocculent material appeared; and there was ultrastructural evidence of massive pinocytosis from the space by trophoblast II. With increased prolongation of gestation, a variety of lysosome-like inclusions appeared within this layer of the membrane.