Anchoring villi from the first trimester, early second trimester, and term were examined with the electron microscope. It was found that the small anchoring villi of the third and fourth month were particularly informative, since at this stage the cytotrophoblast is still proliferating, yet these cells form a compact discoidal region at the surface of the basal plate. Transitions from relatively undifferentiated cytotrophoblast cells adjacent to the stroma of the villus to large isolated cells surrounded by fibrinoid could readily be followed. These highly differentiated cytotrophoblast cells were found to have extensive regions of fine filaments, in addition to their pronounced endoplasmic reticulum, and were designated fibrous cytotrophoblast cells. The nature of the frequently incomplete epithelium covering anchoring villi at term was described, and some of the functions of the cytotrophoblast are discussed in relation to the observations of their fine structure.