Placental morphogenesis in ruminants, humans and rodents involves the growth, development and differentiation of mononuclear trophectoderm cells (MTC) into giant binucleate cells (BNC) as well as multinucleated syncytiotrophoblasts (STB). For example in sheep, MTC express IFNT only from Days 10 to 25, while BNC, which begin to differentiate on Day 14, and STB express CSH1 but not IFNT. In rodents, trophoblast differentiation and gene expression is governed by temporal and cell-specific changes in transcription factors, but little is known about this process in ruminants. In Study One, candidate transcription factors identified previously in humans, rodents and cattle (CDX2, EED, ETS2, ID2, GCM1, TEAD3, TCF12, TFAP2A, TFAP2B, TFAP2C) as well as IFNT and CSH1 were studied in the Day (D) 13-20 conceptus and D40, D80 and D120 placenta (intercotyledonary and cotyledonary). IFNT mRNA was observed in most MTC in D13-20 conceptuses but not in MTC of the D40-120 placenta; CSH1 was first observed in BNC of D16 conceptuses and in BNC and STB of the D18-120 placenta. EED, ID2 and TFAP2B were not detected in the trophectoderm, but EED and ID2 were observed in the endometrial epithelia. ETS2, TCF12 and TEAD3 were observed in both the conceptus trophectoderm and endometrium. CDX2, GCM1, TFAP2A and TFAP2C appeared trophectoderm-specific. CDX2 and GCM1 mRNAs were observed specifically in the BNC and STB, whereas TFAP2A and TFAP2C were in MTC, BNC, and STB. Thus, CDX2, GCM1, TFAP2A and TFAP2C may play a critical role in trophoblast growth and differentiation in the ovine conceptus. In Study Two, microarray analysis was conducted using total RNA isolated from D16 conceptuses, D45 intercotyledonary placenta, and D45 placental cotyledons (n=4 ewes/day/tissue) and a comprehensive 24K bovine oligonucleotide array. As expected, IFNT was 132-fold higher (P<0.05) in the D16 conceptus than D45 placental tissues, and CSH1 was 70-fold higher (P<0.05) in the D45 placenta. Gene ontology analysis found that transcriptional regulators (CDCA7, EGR1, HTATIP2, KLF5, MAZI, MYBL2, PPP1R13B, TP53BP2), cyclins (CCNC, CCNY), and chromatin modification factors (CUL4A, MYST4, JARID1B, PHF12, SSRP1, SUDS3) were higher in D16 conceptuses than D45 placental tissues. TGFB superfamily-related, IGF-related genes, and Eph/Ephrin-related genes were also higher in the D16 conceptus. EGR1 and KLF5 interact with TP53 that is key factor in the cell cycle, and TP53BP2, PPP1R13B and SSRP1 enhance TP53 activity. The Eph/Ephrin family is regulated by TP53 and plays a critical role in vascular development and trophoblast differentiation in rodents. In D45 placenta, vasculogenesis/angiogenesis-related genes (AGTR1, AGTR2, ANGPT1, CTGF FGF2, SPP1, TNFRSF12A, TNFSF15, VWF) were higher than D16 conceptus. TGFB superfamily-related genes (BMP1, BMP5, BMP7, FSTL1, KLF11, LTBP1, LTBP2, LTBP4, TGFB1) were also higher in D45 placenta. In contrast to Day 16 conceptus, transcription factor AP1-related genes (JUNB, JUN, JUND, FOSL1) were higher in Day 45 placenta. AP1 regulates the transcription of many genes including TGFB1. These results suggest that TGFB superfamily signaling and AP1 regulate placental development. These studies suggest species-specific differences in transcription factor expression during trophoblast differentiation and provide new insights into regulatory networks and pathways governing ovine placental morphogenesis. (Supported by NIH HD052745)