The cellular localization of progesterone-binding protein (PBP) in the guinea-pig placenta was studied by use of immunocytochemical procedures. Within the chorioallantoic placenta, a strong positive reaction was observed in the interlobar and marginal trophoblast from the third week of gestation to term. PBP was localized in the cytoplasm of the syncytiotrophoblast, and the nuclei were never stained. At the ultrastructural level, the immunoreaction was associated with the rough endoplasmic reticulum, the Golgi apparatus and the perinuclear space. No deposits were seen in any other cell organelles. This localization strongly suggests that the interlobar syncytium is related to PBP synthesis. In the labyrinth, a weak immunoreaction was observed by light microscopy around some blood lacunae. At the ultrastructural level the dense deposits were localized in vesicles located near the maternal lacunae. The distribution of PBP was also studied by light microscopy in other tissues from pregnant guinea-pig. No PBP, or PBP-like material, was detected inside cells from liver, muscle, heart, lung, kidney, ovary, and uterus. A weak immunoreaction for PBP was detected in vascularized zones of these organs. These observations strongly suggest that PBP, a protein related to gestation in the guinea-pig, is elaborated by the placental tissue of this hystricomorph rodent. PBP is the first steroid-binding plasma protein shown to be of extrahepatic origin.