In order to determine the maternal changes contributing to the formation of the chorioallantoic and yolk-sac placentas, rat gestation sites were examined by light and electron microscopy on days 7 through 10 of pregnancy. On day 7, the implantation chamber showed different compartments and contained the blastocyst in the antimesometrial chamber. The epithelial lining of the implantation chamber disappeared at the antimesometrial chamber, transformed into disintegrated cells in the mesometrial chamber, and showed signs of the programmed cell death in the decidual crypt. On day 8, the mesometrial chamber lumen contained red blood cells and it was continuous with subepithelial sinusoids. The endothelial cells lining the mesometrial sinusoids also showed some characteristics of the sprouting type angiogenesis such as hypertrophy and cell proliferation. While the yolk-sac placental circulation was more obvious with participation of the giant trophoblasts at the antimesometrial pole of the conceptus on day 9, the antimesometrial cells showed autophagic degeneration after the formation of the chorioallantoic placenta on day 10. The contribution of the regional cell death and angiogenesis to form both of the two placentas are discussed.