An electronoptical study has been made of eleven placentae from cases of materno-fetal rhesus incompatibility. The characteristic findings are focal, but sometimes quite extensive, syncytial necrosis, retention of normal pinocytotic and secretory activity in the non-necrotic syncytiotrophoblast, cytotrophoblastic hyperplasia, thickening of the trophoblastic basement membrane, immature-type endothelial cells in the fetal villous vessels and thickening or lamination of the capillary basement membranes. The pathogenesis of many of these chantes is not clear but there is no evidence that they are immunologically mediated. It is suggested that the syncytial necrosis may be due to narrowing of the intervillous space as a result of increased villous size, that the cytotrophoblastic hyperplasia is a response to the syncytial damage and is responsible for the changes in the trophoblastic basement membrane and that the fetal capillary changes are indicative of endothelial cell damage due, possibly, to fetal anaemia. Despite the damage suffered by the placenta in materno-fetal rhesus incompatibility there is little evidence of impaired functional efficiency.