SUMMARY: Blastocysts were studied on the 5th and 8th day of pregnancy in lactating mice, in the fresh state, flushed from the uterus, in squash preparations and in serial sections. At the earlier period some mitosis was observed. Tritiated thymidine incorporation studies gave some evidence of DNA synthesis on the 5th and 6th days of pregnancy. By the 8th day the blastocysts were longer, contained more cells, and mitosis had ceased. They were located at the anti-mesometrial end of the uterine lumen, closely apposed to the uterine epithelium, and with their long axes parallel to the long axis of the uterine horn. Implantation could be induced, either by the removal of the litter, or by the injection of an appropriate dose of oestrogen on the 5th or 7th (but not the 4th) day of pregnancy. Both treatments were followed by the appearance of W-bodies in the neighbourhood of the blastocysts, the disappearance of the shed zonae, and the appearance of Pontamine Blue reactivity, oedema of the uterine stroma and formation of the primary decidual zone, in that order.