Hepatic histology was examined in guinea pig fetuses in which intrauterine growth retardation (IUGR) was induced by unilateral uterine artery ligation and compared with that of control (well-grown) fetuses from uterine horns with intact circulations. From all animals, sections taken from the six lobes of the liver were prepared using hematoxylin and eosin stains. Periodic acid-Schiff and Prussian blue stains (both on fixed samples) and Oil Red O stains on frozen tissues were performed on a subset of samples. Comparisons revealed greater fat content in hepatocytes (P < .05) and decreased total hepatic hematopoiesis (P < .01) in IUGR animals than in controls. No differences in hepatocyte histology among lobes were observed in control animals. IUGR animals had increased fat content and decreased extramedullary hematopoiesis in the lobes receiving the portal circulation (P < .05). These data indicate significant abnormalities of hepatic lipid metabolism in IUGR animals following uterine artery ligation. An unexpected and counterintuitive finding was the decrease in hepatic hematopoiesis in the right side of the liver.