Although the fetal membranes of viviparous squamates have received much study, morphology of their homologues among oviparous reptiles is poorly understood. The scarcity of information about these membranes in egg-laying reptiles hampers attempts to distinguish specializations for viviparity from ancestral oviparous features. We used scanning electron microscopy to examine fetal membranes of an oviparous snake (Pituophis guttatus) throughout the developmental period from oviposition to hatching. The external surface of the chorion contains broad, flattened cells that lack surface features; these cells form a continuous layer over the allantoic capillaries and offer a minimal barrier to respiratory exchange. In contrast, the surface epithelium of the omphalopleure bears elaborate surface ridges suggestive of absorptive capabilities. These ridges are prominent in the first few weeks after oviposition, but diminish thereafter. During development, the isolated yolk mass (IYM) of the omphalopleure becomes depleted, and the tissue becomes heavily vascularized by allantoic vessels. Surface features of the omphalopleure progressively take on the appearance of the chorioallantois, but the changes are not synchronous with loss of the IYM or membrane vascularization. Previous studies on viviparous snakes suggest that the chorioallantois and omphalopleure are respectively specialized for gas exchange and absorption in the intrauterine environment. Our studies of fetal membranes in P. guttatus offer evidence that cytological specializations for these functions originated under oviparous conditions, reflecting functional capacities that predate viviparity. J. Morphol., 2008. © 2008 Wiley-Liss, Inc.