Binucleate cells are a normal component of the ovine chorionic epithelium, but are usually separated from the fetal-maternal interface by a thin layer of cytoplasm derived from the principal or uninucleate cells of the trophoblast. They are distinguished not only by two distinct and separate nuclei, but also by conspicuous membrane-bound cytoplasmic inclusions in the form of haloed droplets. After fetal pituitary stalk section binucleate cells move up to and participate in the formation of the fetal-maternal interface; furthermore they extend clear blunt-ended pseudopodia into the maternal epithelial syncytium. These activities do not appear to be suppressed by fetal infusion of cortisol or ACTH. The apparent motility of binucleate cells, together with the presence of haloed droplets within the maternal epithelial syncytium, suggests that after fetal pituitary stalk section binucleate cells invade the uterine syncytium, lose their limiting membranes and discharge their contents into the syncytial cytoplasm. Large molecules such as ovine placental lactogen may be transported from fetal to maternal tissues by this mechanism.Fetal pituitary stalk section [Liggins, Fairclough, Grieves, Kendall and Knox, 1973], fetal hypophysectomy [Liggins, Kennedy and Holm, 1967] or bilateral fetal adrenalectomy [Drost and Holm, 1968] all prolong the period of gestation in the ewe beyond the normal limit of 145-150 days. Although the fetal endocrine status differs with each type of experimental preparation [Liggins et al., 1973; Nathanielsz, Jack, Krane, Thomas, Ratter and Rees, 1977], parturition can still be induced after the 100th day of gestation by fetal infusion of cortisol, or, in the presence of intact adrenals, of ACTH. This finding may have deflected attention from the effects of interruption of the hypothalamo-pituitary-adrenalplacental pathway on the target organ, the placenta.Barnes, Comline, Silver and Steven [1976] have recently shown that changes in the ultrastructural arrangements of the placenta follow fetal hypophysectomy or fetal adrenalectomy. In this investigation we have widened the field of enquiry by ultrastructural examination of the placentae of fetal lambs after section of the pituitary stalk at 108-109 days gestation. Preliminary reports of some of this work have been presented elsewhere [Steven, 1977;Bass, Krane, Mallon, Nathanielsz, Steven and Thomas, 1977]. METHODS Eleven Welsh Mountain ewes were used in this study. Six were unoperated uninfused control animals at 120, 121, 128, 130, 132 and 139 days of gestation. 4 fetuses of 3 ewes were stalk sectioned and catheterized at 108-109 days of gestation and subsequently infused with saline, cortisol or ACTH (Table I; SN 548, 572,. The fetuses of the two further ewes 221