The germinal area of the rabbit blastocyst between 108 h postcoitum (pc) and 168 h pc has been examined by scanning electron and transmission electron microscopy. At 108 h and 120 h pc the polar trophoblast (Rauber's layer) is an intact epithelium overlying the epiblast of the inner cell mass. By 132 h pc the polar trophoblast cells begin to separate at multiple foci, exposing the underlying epiblast. Most of the polar trophoblast cells have become individually separated at 144 h pc. The villous, electron-dense polar trophoblast cells can be easily distinguished from the cells of the epiblast, which have smooth apical surfaces. By 162 h pc the polar trophoblast cells have disappeared from the germinal area. Before the polar trophoblast breaks up, the underlying epiblast cells are only loosely attached to one another. Concurrent with the disintegration of the trophoblast epithelium, the epiblast cells change in shape so that their lateral borders become closely apposed, and junctions develop to form a new epithelium. The epiblast becomes contiguous with the mural trophoblast, and thus the blastocyst does not lose its turgidity as the permeability seal is maintained. There are two classical theories on the fate of the polar trophoblast: the cells die, or they become incorporated into the epiblast as living cells. In newly exposed epiblast the presence of very large phagosomes, which are not found when the polar trophoblast is still intact, favors the first hypothesis and indicates that in the rabbit the epiblast is involved in the phagocytosis of the polar trophoblast.