The ectodermal and endodermal coverings of the allanto-amniotic membrane in cattle fetuses of various gestational ages have been studied by scanning and transmission electron microscopy. We have observed that the allantoic and amniotic epithelia have rather similar cells which are rich in filaments but poor in organelles. Neither epithelium reflects its different origin nor the differences in the composition of the two fetal fluids. Maturation changes occur in the pattern of the various surface specializations until midterm. Coral-like luminal outgrowths, which also contain organelles, were observed in both epithelia, whereas microplicae had formed only on fully differentiated amniotic cells. Interspersed smooth-surface cells in the allantoic epithelium that differ also in nuclear shape, glycocalyx, and mitochondria are regarded as a second cell type. Besides fluid-filled blisters and cornified pustules, the most typical feature of the amniotic epithelium is a rather regular lateral cell interdigitation with tongue-like lamellae of even thickness. Micropinocytotic vesicles are more frequent than in the allantois. Both epithelia possess similar tight junctions; no morphological or histochemical indications of an active sodium transport were evidenced.