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Many stillbirths of normally formed fetuses in the third trimester could be prevented via delivery if reliable means to anticipate this outcome existed. However, because the etiology of these stillbirths is often unexplained and although the underlying mechanism is presumed to be hypoxia from placental insufficiency, the placentas often appear normal on histopathological examination. Gestational age is a risk factor for antepartum stillbirth, with a rapid rise in stillbirth rates after 40 weeks' gestation. We speculate that a common mechanism may explain antepartum stillbirth in both the late-term and postterm periods. Mice also show increasing rates of stillbirth when pregnancy is artificially prolonged. The model therefore affords an opportunity to characterize events that precede stillbirth.The objective of the study was to prolong gestation in mice and monitor fetal and placental growth and cardiovascular changes.From embryonic day 15.5 to embryonic day 18.5, pregnant CD-1 mice received daily progesterone injections to prolong pregnancy by an additional 24 hour period (to embryonic day 19.5). To characterize fetal and placental development, experimental assays were performed throughout late gestation (embryonic day 15.5 to embryonic day 19.5), including postnatal day 1 pups as controls. In addition to collecting fetal and placental weights, we monitored fetal blood flow using Doppler ultrasound and examined the fetoplacental arterial vascular geometry using microcomputed tomography. Evidence of hypoxic organ injury in the fetus was assessed using magnetic resonance imaging and pimonidazole immunohistochemistry.At embryonic day 19.5, mean fetal weights were reduced by 14% compared with control postnatal day 1 pups. Ultrasound biomicroscopy showed that fetal heart rate and umbilical artery flow continued to increase at embryonic day 19.5. Despite this, the embryonic day 19.5 fetuses had significant pimonidazole staining in both brain and liver tissue, indicating fetal hypoxia. Placental weights at embryonic day 19.5 were 21% lower than at term (embryonic day 18.5). Microcomputed tomography showed no change in quantitative morphology of the fetoplacental arterial vasculature between embryonic day 18.5 and embryonic day 19.5.Prolongation of pregnancy renders the murine fetus vulnerable to significant growth restriction and hypoxia because of differential loss of placental mass rather than any compromise in fetoplacental blood flow. Our data are consistent with a hypoxic mechanism of antepartum fetal death in human term and postterm pregnancy and validates the inability of umbilical artery Doppler to safely monitor such fetuses. New tests of placental function are needed to identify the late-term fetus at risk of hypoxia to intervene by delivery to avoid antepartum stillbirth.