An ultrastructural and ultrahistochemical study of first trimester human placentae confirms previous reports that the cytotrophoblastic cells show a spectrum of differentiation, that dissolution of the limiting membrane of the cytotrophoblastic cells occurs and that fragments of free membrane can be found in the syncytiotrophoblast. There is an aggregation of primary lysosomes in the region of approximation of the cytotrophoblast to the syncytiotrophoblast, free lysosomal enzymes are found in the space between the two trophoblastic components, secondary lysosomes have been noted in the vicinity of fragmenting cytotrophoblastic cell membrane and the incorporation of a segment of free membrane into a vesicular structure has been noted. It is suggested that placental lysosomes mediate the dissolution of the cytotrophoblastic cell membranes that is a necessary prerequisite for their full differentiation into syncytiotrophoblast and it is further suggested that one of the principal roles of placental lysosomes is in the structural refashioning of the organ that occurs during the first trimester.