To identify potential mediators or modulators of insulin-like growth factor-II (IGF-II) action in the placenta, we used in situ hybridization to map patterns of gene expression for IGF-II, the functionally related IGF-binding proteins (IGFBPs) 1-4, and the type 1 and 2 IGF receptors in developing rat and term human placentas. IGF-II mRNA was highly abundant in trophoblast-derived elements of the rat placenta from implantation to maturity, except for a significant local reduction in IGF-II gene expression in the junctional zone just before term. IGFBP2 mRNA was barely detected during early placental development, but increased significantly toward term and was most abundant in the junctional zone. The basal plate of the term human placenta showed a similar pattern, with a superficial layer of cytotrophoblasts containing IGF-II mRNA anatomically apposed to a deeper layer of cells expressing IGFBP2 mRNA. Placental IGFBP1, -3, and -4 mRNAs were much less abundant than IGFBP2 and were restricted to the yolk sac and vasculature. Type 1 and 2 IGF receptor mRNAs were abundant and shared the same distribution, together with IGF-II, in the labyrinthine zone. These findings suggest that IGFBP2 may be an important modulator of IGF-II action in placental development. Furthermore, the colocalization of both types of IGF receptor mRNA supports the view that these receptors may compete for IGF-II binding in the placenta.