1. The passage of fatty acids across the placenta was studied in 28 day pregnant rabbits (i) by comparing the fatty acid distribution in plasma free fatty acids (FFA) of umbilical cord artery and vein with that in maternal plasma and (ii) by infusing the doe at a constant rate with labelled palmitic, linoleic or arachidonic acids. During the infusion maternal and foetal plasma FFA specific activities were measured. 2. The mean levels of all the fatty acids studied (from twelve to twenty carbon atoms) were similar in both the umbilical vein plasma and maternal arterial plasma FFA, except for arachidonic acid, which was higher in foetal blood. The relative distribution of the fatty acids in umbilical arterial plasma similar to that in the vein, but at lower concentrations. The mean cord venous-arterial difference for each fatty acid correlated positively with the mean maternal arterial levels, with the exception of arachidonic acid. 3. During the constant infusion experiments the specific activities of the fatty acids in the maternal and foetal circulating FFA pools rose rapidly during the first 4 min then rose only slowly. Palmitic and linoleic acids were cleared from the maternal circulation in a similar manner and crossed the placenta at similar rates. 4. The average foetal specific activity in plasma FFA reached 15% of the maternal level for both palmitate and linoleate. The figure for arachidonic acid was half that for palmitic acid infused at the same time. 5. It is concluded that (i) all the major fatty acids present in foetal adipose tissue cross the placenta, (ii) the net transport of each fatty acid depends in part on maternal concentrations, (iii) the rate of metabolism of palmitic and linoleic acids is the same and both cross the placenta at the same rate. Proportionately less foetal arachidonic acid is derived from maternal FFA, and (iv) the results suggest a second placental source of arachidonic acid and possibly also of otherfatty acids.