Eighteen term placentas from a middle-class North American urban population were examined by stereologic techniques and an image quantizer. The trimmed placental weight averaged 469 g, of which 339 g was Ê»functional parenchyma’ and 130 g Ê»nonparenchymal tissue’ (decidual and chorionic plates and large vessels and pathological components such as infarcts). Microscopically, the parenchyma was divided into villi and intervillous space. The volume of intervillous space was, at 110 cm3, significantly larger than that of the villous capillaries, which measured 30 cm3. The mass of the chorionic villi averaged 214 g and comprised 168 g of peripheral and 46 g of stem villi. Most of the 60 g of trophoblast and of the 31.5 g of fibroblasts, and a significant fraction of the 91 g of collagenous stroma were present in the peripheral villi. The longest diameter of the peripheral villi averaged 74 µm and their cross-sectional area 1,100 µm2. The surface area of the peripheral villi was 16 m2 and that of the corresponding xillous capillaries 12 m2. A model for estimating placental oxygen diffusion capacity (Dpo2) was constructed on the basis of these stereologic measurements. The resistance to oxygen diffusion from maternal to fetal red cells in the placenta was attributed to five serial compartments i.e. (1) the oxygen-hemoglobin interactions in the maternal red cells in the intervillous space; (2) the maternal blood plasma in the intervillous space; (3) the villous membrane comprising syncytiotrophoblast, basement membrane, connective tissue and fetal capillary wall; (4) the fetal blood plasma, in the villous capillaries and (5) the oxygen-hemoglobin interactions in the fetal red cells present in the villous capillaries. The diffusion capacity of the placental membrane (DM), comprising (2–4), was 3.256 and that of the total placenta 3.086 ml oxygen min––1 · mm Hg––1. The corresponding specific diffusion capacities per 100 g of placenta were 0.694 for the placental membrane (DM/w) and 0.658 ml. min––1 · mm Hg––1 for the whole placenta (DP/w). The resistance of the villous membrane was consequently the limiting factor in oxygen diffusion, both when considering the 110-ml maternal and 30-ml fetal blood volumes as the effective exchangers or when considering a single capillary transit for oxygen with 10 ml in each of the maternal and fetal compartments.