Pregnancy is associated with a significant increase in uteroplacental blood flow (UBF), which is responsible for delivering adequate nutrients and oxygen for fetal and placental growth. The present study was designed to determine the effects of vascular insufficiency on fetal and placental growth. Thirty-nine late-term pregnant ewes were instrumented to investigate the effects of chronic UBF reduction. Animals were split into three groups based on uterine blood flow, and all animals were killed on gestational day 138. UBF, which began at 851 ± 74 ml/min (n = 39), increased in controls (C) to 1,409 ± 98 ml/min (day 138 of gestation) and in the moderately restricted (R_M) group to 986 ± 69 ml/min. In the severely restricted (R_S) group, UBF was only 779 ± 79 ml/min on gestational day 138. This reduction in UBF significantly affected fetal body weight with R_Mfetuses weighing 3,685 ± 178 g and R_S fetuses weighing 2,920 ± 164 g compared with C fetal weights of 4,318 ± 208 g. Fetal brain weight was not affected, whereas ponderal index was significantly reduced in R_M (2.94 ± 0.09) and R_S fetuses (2.49 ± 0.08) compared with the value of the C fetuses (3.31 ± 0.08). Placental weight was also significantly reduced in the R_M group, being 302 ± 24 g, whereas the R_S group placenta weighed 274 ± 61 g compared with the C values of 414 ± 57 g. Fetal heart, liver, lung, and thymus were all significantly smaller in the R_S group. Thus the present study shows a clear relationship between the level of UBF and both fetal and placental size. Furthermore, the observation that fetal brain weight was not affected, whereas fetal body weight was significantly reduced suggests that this experimental preparation may provide a useful model in which to study asymmetric fetal growth restriction.