Retinoic acid (RA) (78mg/kg) administered to ICR mice on days 9.0,9.5 and 10.0 of pregnancy (plug day = day 1), resulted in cardiac malformations in 37.6% of the surviving fetuses, including transposition of the great arteries, ventricular septal defects, and double outlet right ventricle. Histological examination of the hearts of embryos observed 24 hours after in vivo or in vitro exposure to RA on day 9 revealed abnormalities in endocardial cushion tissue. The volume of the atrioventricular endocardial was reduced in treated embryos as was the ratio of the size of the cushions to the size of the heart. The endothelial layer of the atrioventricular endocardial cushions appeared to be unaffected by the retinoic acid, however, the mesenchymal cushion cells were significantly reduced in number when compared with controls. Labeling with [3H]-thymidine indicated that the mitotic activity of the mesenchymal cell population was significantly decreased while that of the endothelial cells was comparable to control levels. The extracellular matrix or cardiac jelly of the endocardial cushions also appeared to be affected by RA exposure, as shown by studies utilizing colloidal iron to stain GAGs, which revealed a decrease in the amount of stainable material in treated cushions. Two possible cause for the reduced thymidine index of the cushion mesenchyme are discussed, namely, a direct effect of RA on the mesenchymal cells or an indirect effect via the altered extracellular matrix of the cushion tissue.