The rapid decidualization of the endometrial stroma, which begins while the guinea-pig blastocyst is still passing through the uterine epithelium, has been compared in serial sections with the decidualization following thread traumatization in the same or similar uteri. In both cases there are localized alkaline phosphatase reactions, but blastocyst implantation leads to formation of a decidua which within the first 24 hr, is more organized and differentiated than the corresponding traumatic deciduoma. The passage of the guinea-pig blastocyst through the uterine epithelium does not involve cell destruction or phagocytosis and the decidual changes in the stroma must be attributed to specific blastocyst activity.