Histological and ultrastructural studies of four placentae heavily infectd with Plasmodium falciparum revealed large intervillous accumulations of erythrocytes containing parasites together with monocytes which had ingested pigment. These appearances were associated with focal syncytial necrosis, loss of syncytial microvilli and proliferation of cytotrophoblastic cells. In addition, marked irregular thickening of trophoblastic basement membranes and protrusion of tongue-like projections of syncytiotrophoblast into the basement membrane were observed. In six other placentae which contained scanty amounts of pigment but no parasites, representing past or inactive infection, no large collections of monocytes or abnormalities of trophoblast were apparent but basement membrane thickening was evident. Immunohistological studies revealed no significant differences between placentae positive for parasites and those containing pigment only, although the amount of certain immunoproteins and clotting factors was clearly increased above normal. These findings establish that P. falciparum infection in the placenta may result in substantial damage although lesions within the villus are rare. Furthermore, previous infection, although adequately controlled, may leave a heritage of pigment deposition, basement membrane thickening and immunopathological lesions. These results may thus account for both the high frequency of intra-uterine growth retardation and the rarity of congenital malaria in the presence of P. falciparum malaria.