During ontogeny, the yolk sac of some viviparous sharks differentiates into a yolk sac placenta that persists to term. The placenta is non-invasive and non-deciduate. Hematrophic transport is the major route of nutrient transfer from mother to fetus. The placental unit consists of: (1) an umbilical stalk; (2) the smooth, proximal portion of the placenta; (3) the distal, rugose portion; (4) the egg envelope; and (5) the maternal uterine tissues. Exchange of metabolites is effected through the intervening egg envelope. The distal rugose portion of the placenta is the fetal attachment site. It consists of: (1) surface epithelial cells; (2) a collagenous stroma with vitelline capillaries; and (3) an innermost boundary cell layer. The columnar surface epithelial cells are closely apposed to the inner surface of the egg envelope. Wide spaces occur between the lateral margins of adjacent cells. Surface epithelial cells contain an extensive apical canalicular-tubular system and many whorl-like inclusions in their basal cytoplasm. Capillaries of the vitelline circulation are closely situated to these cells. A well-developed collagenous stroma separates the surface epithelium from an innermost boundary cell layer. In vitro exposure of full-term placentae to solutions of trypan blue and horseradish peroxidase (HRP) reveals little uptake by the smooth portion of the placenta but rapid absorption by the surface epithelial cells of the distal, rugose portion. HRP enters these cells by an extensive apical system of smooth-walled membranous anastomosing canaliculi and tubules. Prominent whorl-like inclusions that occupy the basal cytoplasm of the surface cells, adjacent to the pinocytotically active endothelium of the vitelline capillaries, are hypothesized to be yolk proteins that are transferred from the mother to embryo throughout gestation.