This study examined the effects of reduced nutrition on fetal growth over the first half of gestation. Reduced nutrition was achieved by a combination of reduced maternal food intake and carunclectomy, a procedure which restricts the development of the placenta. There were no major effects of restriction on fetal body, tissue or organ growth, except for the gastrointestinal tract (GIT). Total GIT weight was lower in restricted fetuses than in controls. More specifically, it was growth of the small and large intestine which was compromised. Small intestinal weight was significantly lower, both in absolute terms and relative to body weight. The intestinal diameter and mucosal area were significantly lower in both small and large intestine of restricted fetuses. Maturation of enterocytes was also delayed in nutrient-restricted fetuses. In addition, there were focal lesions of the brush border present, indicating abnormal epithelial differentiation. By term, in growth-retarded fetuses, growth deficits in many organs were present, including the GIT. The present study suggests that GIT growth deficits may have a long-term etiology, including at their onset, abnormal cellular differentiation. These results could explain why GIT function in intrauterine growth-retarded infants is more likely to be compromised than in premature or term infants.