Background: Pathological processes interfering with placental function may result in abnormalities of fetal growth. The purpose of this study is compare the gross and microscopic changes of placenta of intrauterine growth restricted fetus and appropriate for gestational age Methods: It was a cross sectional study conducted in the department of Obstetrics & Gynaecology and pathology in TNMC Nair Medical College, Mumbai. Seventy number of Placenta, from full term intrauterine growth restricted (IUGR) and appropriate for gestational age (AGA), each studied Gross and microscopically. Results: On gross examination, placenta weight, placenta Diameter, placenta thickness were significantly less in IUGR group. No significant difference in length of the umbilical cord found. On microscopic examination, maternal surface calcifications, intervillous fibrin deposit, infarction, villitis, maternal fibrinoid necrosis, Syncitial knot, Basement membrane thickening were significantly high in IUGR group. Conclusion: Gross and histological changes can be the cause of IUGR, but single lesion or multiple lesions leading to the causation of IUGR is unclear.