Failure to transform uteroplacental spiral arteries is thought to underpin disorders of pregnancy, including preeclampsia and fetal growth restriction (FGR). In this study, spiral artery remodeling and extravillous-cytotrophoblast were examined in placental bed biopsies from normal pregnancy (n=25), preeclampsia (n=22), and severe FGR (n=10) and then compared with clinical parameters. Biopsies were immunostained to determine vessel wall integrity, extravillous-cytotrophoblast location/density, periarterial fibrinoid, and endothelium. Muscle disruption was reduced in myometrial spiral arteries in preeclampsia (
P
=0.0001) and FGR (
P
=0.0001) compared with controls. Myometrial vessels from cases with birth weight <5th percentile (
P
<0.001), abnormal uterine Doppler (
P
<0.01), abnormal umbilical artery Doppler (
P
<0.001), and preterm delivery (
P
<0.001) had less muscle destruction compared with >5th percentile. Fewer extravillous-cytotrophoblast surrounded both decidual and myometrial vessels in the normal group and preeclampsia group compared with the FGR group (
P
=0.001). For myometrial vessels, the normal group contained more intramural extravillous-cytotrophoblast than in preeclampsia (
P
=0.015). Decidual vessels in the FGR group had less fibrinoid deposition compared with controls (
P
=0.013). For myometrial vessels, less fibrinoid was deposited in both the preeclampsia group (
P
=0.0001) and the FGR group (
P
=0.01) when compared with controls, and less fibrinoid was deposited in the preeclampsia group when compared with FGR group (
P
<0.001). Myometrial vessels obtained from birth weights <5th percentile had less periarterial fibrinoid than those with >5th percentile (
P
<0.02). A major defect in myometrial spiral artery remodeling occurs in preeclampsia and FGR that is linked to clinical parameters. Interstitial extravillous-cytotrophoblast is not reduced in preeclampsia but is increased in FGR.