Changes in tissue architecture and ultrastructure in the cat placenta during long-term explant culture have been examined over an 11-day period. Pieces of cat placenta, dissected from the lamellar region, were cultured in CMRL-1066 medium and tissue was fixed for electron microscopy at 2, 5, 7, and 11 days' culture, as well as before culture was initiated (day 0). Four samples were examined at each time point. After two days, the trophoblast basal lamina and attached cytotrophoblast cells had begun to separate from the syncytium and the cytotrophoblasts were spreading over the surface of the exposed fetal stromal compartment, and by five days were showing signs of growth. At seven days' culture, cytotrophoblast multilayering was common, and vascular and stromal components were also well preserved with collagen biosynthesis evident. By 11 days, the centre of the culture was compacted and degenerate with loss of tissue architecture, but on the outside polyp-like growths could be seen, with a well-developed covering of trophoblast containing fat and secretory droplets, lining a connective tissue matrix and stromal components. The cat placenta, therefore, like the human, has the capacity for regrowth in explant culture, including both trophoblast and stromal components.