To understand fetal membrane retention in dairy cattle, we examined these tissues in the immediate peripartum period before tissue separation. Placentomes were collected at 270-280 d of gestation from pre-partum Holstein cows (n = 5) and at 1, 3, 6, and 12 h postpartum from a) cows releasing fetal membranes in less than 12 h (n = 7), b) cows retaining fetal membranes for more than 12 h (n = 5), and c) cows induced to calve with dexamethasone (releasing membranes in more than 12 h; n = 5). Subjective evaluations of necrosis, distribution, and condition of binucleate giant and of principal cells were made. Necrotic foci and binucleate giant cells were counted for each interval for which tissue was available. Necrosis, existing prepartum, was identical to that observed at 1 h postpartum in all treatment groups (P > 0.05). Necrosis gradually increased in all treatment groups with time (P < 0.05); thus necrosis is unrelated to initiation of calving and is indirectly related to fetal membrane retention. Many binucleate giant cells were observed prepartum. In cows releasing fetal membranes normally, a significant (P < 0.05) decline in these cell numbers had occurred by 1 h postpartum. When fetal membrane retention occurred, no such decrease in binucleate giant cells was observed before 12 h postpartum. Loss of binucleate giant cells appears necessary for, or must occur with, separation of fetal membranes.