The extent to which maternal nutrition influences fetal growth through effects on placental functional development is unclear. Poor maternal nutrition is a major cause of poor fetal growth which increases neonatal morbidity and mortality, and may also increase the risk of several adult-onset diseases. We have therefore characterized the ontogeny of structural determinants of function in the placenta in guinea-pigs fed ad libitum or food restricted from before and during pregnancy. Guinea-pigs were killed at days 30 and 60 (term=67 days) of pregnancy. In ad libitum fed animals, the surface density (surface area/g placental labyrinth), which is a measure of the convolution of the exchange surface, doubled, while total surface area increased 18-fold between mid and late gestation. Concomitantly, the arithmetic mean barrier thickness to diffusion across trophoblast decreased by 68 per cent. Late in gestation, food restriction reduced the proportion of the placenta devoted to exchange (labyrinth) by 70 per cent (P<0.04) and the weight of the placental labyrinth by 45 per cent (P=0.001). Maternal food restriction also reduced the total placental surface area for exchange by 36 per cent at day 30 (P=0.02) and 60 per cent at day 60 (P<0.0005) of gestation, and the surface density of trophoblast by 36 per cent at day 30 (P=0.01) and 29 per cent at day 60 (P=0.005) of gestation. The arithmetic mean barrier thickness for diffusion was increased by maternal food restriction at both gestational ages (day 30, + 37 per cent, P=0.008, and day 60, +40 per cent, P=0.01). These findings suggest that maternal food restriction not only reduces fetal and placental weights, but also induces structural alterations in the placenta that indicate functional impairment beyond what would be expected for the reduction in its weight.