By use of lanthanum tracer and freeze-fracture procedures it was found that granulosa-lutein cells of the pregnant mouse and rat ovaries are connected by gap junctions and septate-like zones of contact. Lutein cell gap junctions enlarge and become partially internalized by the end of the first week of gestation. Expansion of the gap junction domain appears to be due initially to intercalation of particles along borders of small gap junctions devoid of smaller non-junctional particles. The number of gap junction lined processes appearing at the cell border increases concomitantly with hypertrophy of the lutein cell during the second week of pregnancy. Strands of particulate or grooved membrane emanate from the margin of larger gap junctions undergoing interiorization. Most large gap junctions are intimately associated with elements of the smooth endoplasmic reticulum. Spherical gap junctional profiles assume a deeper location in the lutein cell and may form concentric arrays by term while true surface gap junctions appear to fragment in the post-partum corpus luteum. The modifications observed are interpreted with respect to biogenesis of the gap junction and the hormonal control of lutein cell function.