Behavioural state observations were carried out on 12 fetuses which subsequently had birthweights below the 10th percentile. Their gestational ages at the time of study ranged from 32 to 40 weeks. Real-time ultrasound scanning was used to detect fetal body and eye movements, and the fetal heart rate was continuously recorded using a clinical fetal monitor. None of these fetuses was severely acidemic or depressed at birth. Findings in the growth-retarded fetuses were compared with those obtained in the fetuses of 14 low risk nulliparae and 14 low risk multiparae by means of the same techniques (van Vliet et al. (1985) Early Hum. Dev., 12, 121-135.; Nijhuis et al. (1982) Early Hum. Dev., 6, 177-195). The appearance of states seemed to be delayed in the growth-retarded fetuses. States were present in only three of eight growth-retarded fetuses studied at 40 weeks, whereas only one of 16 low risk fetuses did not show states at this age. Also at 40 weeks, the proportion of discordant association of the state variables was increased in the growth-retarded fetuses in comparison to the low risk group. There were no consistent differences between the two groups in the occurrence of defined combinations of parameters of the state variables at earlier ages. The growth-retarded fetuses showed differences in the quality and quantity of somatic motility in comparison to low risk fetuses of equivalent gestational age. These observations suggest that some aspects of central nervous system function are disturbed in growth-retarded fetuses, even in the absence of fetal distress.