The delivery of biologically active factors to the developing mammalian embryo by in utero gene transfer has generated considerable interest but limited success. The chorioallantoic placenta is a potential alternative target for providing therapeutic transgenes to the fetus during gestation. We demonstrate that somatic gene transfer to the midgestation rat placenta may be efficiently accomplished in situ through the implantation of a variety of genetically modified cells with different antigenic and growth properties. Ex vivo-modified cells survived and retained transgene expression until term. Proteins secreted from the transplanted cells were detectable within the fetal trunk blood. These studies suggest that gene transfer to the placenta may be a useful tool for answering questions of both embryonic and placental development and providing therapeutic proteins during gestation for amelioration of diseases with onset during embryonic life.