Implantation sites in the uterus of the cricetid rodent Calomys callosus were examined by light and electron microscopy at several points during day 4 of pregnancy to determine the changes occurring in the trophoblast and epithelial cells during the early blastocyst-endometrial relationship, particularly the epithelial removal phase. By morning, the blastocysts had already lodged in the antimesometrial region of the uterine crypts and the embryo-maternal interaction was limited to sparse contacts between the epithelial microvilli and the trophoblast surface. A few dense and altered epithelial cells were present. Three zones could be distinguished in the stromal region. In the subepithelial area, the stromal cells showed features similar to those found in other rodents during the early decidualization process. Effective epithelial invasion by the trophoblast occurred only in the evening, although at noon, apposition and attachment phases were identifiable. During invasion, the trophoblast processes were first seen insinuating between the epithelial cells, projecting towards the basal lamina, and finally replacing these cells. The epithelial cells in contact with the invading trophoblast exhibited severe disorganization similar to that found during the process of cell death by apoptosis. The removal of such cells occurred by trophoblast phagocytosis. Once in contact with the basal lamina, the trophoblast rapidly spread out both mesometrially and antimesometrially, phagocytosing the remaining epithelial cells. Trophoblast processes were also seen penetrating the basal lamina. Given that the epithelium breached and phagocytosed by the trophoblast habitually displays degenerative characteristics, we consider the mechanisms that might be involved in epithelial cell death and in the removal of the uterine epithelium, and the participation of the trophoblast in both these events.