Objective: To study the features of the morphological structure of placenta in puerperas with gestational diabetes mellitus (GDM) and anemia. Methods: The study targeted 42 afterbirths, including 13 placentae from puerperas in GDM combined with anemia, 10 from puerperas with only GDM and 8 from puerperas with only the anemia. Comparison group accounted for 11 placentae from healthy puerperas. For histological research prepared paraffin slices of thickness from 3 to 5 microns, hematoxylin and eosin used for the review coloring. The morphological features were evaluated on the Olympus CX-21 microscope. Results: Women in GDM combined with anemia have had a decrease in placenta size, an increase in placental fetal ratio and a shortening of the umbilical cord with its eccentric attachment to the placenta. At the same time microscopically dominated dissociated forms of villous maturation, syncytiotrophoblast dystrophy with alternating syncytium atrophy sites, villous fibrosis, and stromal edema with inflammatory changes, which indicated circulatory-metabolic disorders associated with placental insufficiency. Compensatory adaptive reactions in the GDM group, combined with anemia, were mainly due to a relative increase in the number of terminal and specialized villi, along with the pronounced phenomena of angiomatosis. Conclusion: Gestational diabetes and anemia in pregnant women lead to the development of placental insufficiency, pathomorphologically manifested involutive and dystrophic changes, circulatory disorders, inflammatory processes and compensatory adaptive reactions, which are expressed more in the combination of these diseases. Keywords: Gestational diabetes, anemia, morphological structure of the placenta, involutive and dystrophic changes, compensatory-adaptive reactions.