Infection of the murine uteroplacental region by the intracellular pathogen Listeria monocytogenes results in uncontrolled local bacterial growth. In this paper we examined infected and noninfected uteroplacental tissues by immunocytochemistry to delineate the nature of the aberrant anti-listerial response. Overall the data support the hypothesis that local immunoregulation, which ordinarily prevents maternal anti-fetal, responses also prevents an effective anti-listerial response at the maternal-fetal interface. Different types of response were seen in different anatomic regions. Listeria first localized to the maternal decidua basalis, which contains a mixture of fetal class I MHC-bearing trophoblast and maternal cells. Here the listeria proliferated in an uncontrolled manner due to a striking inability of monocyte/macrophages and lymphocytes to reach foci of infection. A second type of abnormal response was seen in the fetal chorioallantoic plate, a nontrophoblastic region of the placenta. Although macrophages were present, they were not appropriately activated as evidenced by a lack of Ia Ag and the presence of extracellular listeria colonies. Purely maternal tissues adjacent to the placenta had a normal anti-listerial response. During listeriosis, class I MHC expression was augmented throughout the placenta on cells normally bearing these Ag: trophoblast in the decidua basalis and both fetal and maternal stromal cells. Class II MHC Ag were induced on maternal and fetal endothelial cells but never appeared on trophoblast.