JAr choriocarcinoma cells grew as multicellular spheroids, and exhibited a logarithmic pattern of growth, reaching geometric mean diameters of at least 1200 microns after 21 days in culture. HCG, E2 and P4 were secreted into the culture medium throughout the entire culture period, in proportion to spheroid size. This, along with the presence of lipid droplets, non-staining glycogen, Golgi apparatus and microvilli on the spheroid surface and in intercellular spaces indicated that the JAr cells within spheroids were functionally active. While spheroids of less than 800 microns GMD attached to culture dishes and produced cellular outgrowth, larger spheroids showed impaired attachment, and a delay in the subsequent production of outgrowth, which was not correlated with the development of a necrotic core. This outgrowth contained more multinucleated cells and cellular projections than that of smaller spheroids, suggesting that the cells in larger spheroids had undergone early differentiative changes. The spheroid culture system will be applied to the study of processes, such as implantation, which may require a three-dimensional arrangement of placental cells.