We report our preliminary observations in six fetal lambs that were surgically manipulated in utero to impede the blood flow of the carotid arteries and their branches, including the laryngeal artery, the anastomotic branch between the vertebral artery and the occipital artery, the auricularis and the transverse facial arteries. Between 115 and 117 days of gestation (term pregnancy 147 days), all ewes were placed under general anesthesia and mechanical ventilation. Their fetuses were exteriorized and catheters were placed in their femoral artery for blood gas sampling. A balloon occluder and a blood flow probe were placed on one internal carotid while the contralateral side was completely ligated. On the third day post surgery, the balloon occluder was inflated three times for 30 minutes each time at 30 minute intervals in the experimental fetuses. PO2, PCO2, pH, lactate and glucose were monitored during the study. At 7 days post occlusion, all animals were sacrificed and tissues were collected. Craniofacial anomalies were obvious in three animals similar to those seen in hemifacial microsomia, Goldenhar syndrome and Pierre-Robin sequence. All three control animals had normal craniofacial structures. This preliminary data suggests that late gestation vascular disruptions may lead to significant craniofacial anomalies, as seen in our animal model.