Both clinical and experimental investigations have shown that maternal hyperthermia during critical stages of embryo development can induce malformations in the offspring. Studies of the effect of heat stress on the placental functions are limited to the ewes, but that on microscopic structure is unknown. In the present study, rats were exposed to 41 or 42°C for 1 h on gestation day (GD) 9. The controls were sham treated. Fetuses and placentas were collected on GD 20. Intrauterine growth retardation (IUGR) and several craniofacial malformations were observed in the fetuses of the heat-treated group. The placentas of the 42°C group were significantly lighter in weight than those of the control. Light microscopy (LM) revealed thickening, hyalinization and occasional lymphocytic infiltration of the decidua basalis. Giant cells were prominent and glycogen cells had degenerated, leaving behind large cysts in the basal (spongy) zone. Best's carmine stain with or without diastase indicated the reduction in number and degeneration of glycogen cells and cyst formation. The labyrinthine zone was relatively thin in comparison to that of the controls. Perivascular fibrosis and paucity of vascularization were other features of the placentas of the hyperthermia group. Electron microscopy (EM) revealed lipid droplet accumulation in the trophoblast, the presence of myelin bodies and an increased production of collagen in the basal zone. Perivascular fibrosis appeared to have contributed to placental barrier thickening. EM also revealed accumulation of glycogen and lipid droplets in the trophoblasts and fibrin secretion into the extracellular space of the labyrinthine zone. These data suggest that placental pathology possibly contributes to fetal growth retardation in maternally heat-stressed rat fetuses.