The smooth, proximal portion of the yolk sac placenta of the sandbar shark, Carcharhinus plumbeus is comprised of: (1) An outermost epithelial ectoderm; (2) an intervening collagenous stroma; and (3) an inner mesothelium. The surface epithelium may be one to three cell layers thick. The surface epithelium comprises two cell types. A cuboidal cell that has a dome-like apical surface covered with microvilli and an ovoid nucleus predominate. These cells contain lipid inclusions, many cytoplasmic filaments, and are joined by desmosomes. The second cell type has a convoluted nucleus and a flattened cell apex with microvilli, cilia, and paddle cilia. Golgi complexes and elements of the endoplasmic reticulum are relatively uncommon in the cytoplasm of both cell types. Microplicae also occur on the surface of some cells. The smooth, proximal portion of the placenta is sparsely vascularized. The innermost cellular elements of the surface epithelium rest on a prominent basal lamina. A collagenous zone separates the epithelial basal lamina from the basal lamina of the mesothelium. The mesothelial cells are squamous with a fusiform nucleus, many pinocytotic pits and vesicles, and a large number of cytoplasmic filaments. The endoplasmic reticulum, except for occasional patches of the rough type, and the Golgi complex are poorly developed. Ultrastructural tracer studies show that this portion of the placenta does not absorb horseradish peroxidase (HRP) and trypan blue.