The present investigation reports ultrastructural alterations in endodermal epithelial cells of the rat visceral yolk-sac placenta that accompany alcohol-induced changes in intracellular trafficking of endocytosed maternal serum proteins. Fine structural changes include restructuring of mitochondrial cristae (foliate to vesicular and tubular forms), beading of cisterns of granular endoplasmic reticulum, hypertrophy and hyperplasia of Golgi elements, differentiation of the Golgi membranes to a GERL configuration, and a notable increase in numbers of primary lysosomes. Such changes in ultrastructure suggest that exposure of this developing maternofetal exchange system to high levels of ethanol in maternal blood increases the production of primary lysosomes near term for proteolysis of maternal serum proteins within the visceral yolk-sac epithelium. Near term, targeting of endocytosed protein to secondary lysosomes for proteolysis appears to be augmented; transcellular routing of maternal protein (e.g., IgG) for placental transport may be impeded. Thus significance of the observed changes in the fine structure of this placenta may relate to the mechanism(s) of action of maternal alcohol consumption on the acquisition of neonatal immunity, intrauterine growth retardation, and the production of congenital malformations.