Trophoblastic invasion of the human decidua has been studied in 48 intact uteri with pregnancies ranging from 8 to 18 weeks after the last menstrual period. Some cytotrophoblast invades the distal segments of the spiral arteries to become endovascular while the rest diffusely infiltrates the decidua as an interstitial invader. The interstitial cytotrophoblast reaches the myometrium and gives rise to the characteristic placental bed giant cells. As the placental site enlarges the lateral spiral arteries come to lie obliquely; new openings into the intervillous space are created but this readjustment of the placental blood supply may cause focal superficial decidual necrosis. The physiological changes converting the spiral to the uteroplacental arteries are effected in the upper decidua by the action of endovascular and perivascular cytotrophoblast, whereas in the deeper decidua endovascular trophoblast is principally involved. Endometrial granulocytes aggregate in the region of maternal tissue degeneration with the heaviest trophoblast invasion but the role played by these cells in placentation is unknown.