Maternal malnutrition alters fetal development [1]. In particular, maternal food restriction during pregnancy leads to structural and functional changes in the kidney [2], lung [3] and liver [4] of rat offspring. There is only limited information about effects of maternal food restriction on the female reproductive organs. This study aims to determine the effects of in utero nutrient restriction on the structure and efficiency of female reproductive system in the rat. Control pregnant Wistar rats had access to food ad libitum (C, n=15); the second group received 50% of the food consumed by control rats from day 1 of pregnancy until birth to produce the first generation of food-restricted group (FR1, n=30). Offspring had free access to food. A subgroup of FR1 were mated and treated as their mothers to produce the second generation (FR2, n=15). At 8 weeks of age ovary and uterus of all groups were harvested and prepared for light microscopy. Maternal restriction reduced gestation length in FR2 but not FR1 (table). Female birth weights in FR1 and FR2 groups were significantly smaller than control. Pups from FR1 were significantly lighter than FR2 at birth. Litter size was unaltered in FR1 but was significantly reduced in FR2 compared to other groups. Ovarian and uterine weights in FR1 and FR2 were small in comparison with control. We observed that ovaries of both FR1 and FR2 contain polyovular follicles (PF). The incidence of PF was higher in FR2 and was seen in all follicular stages compared to FR1. PF was not seen in control ovaries (Figure). We did not observed any structural differences in uterus of pups exposed to food restriction in utero at light microscopic level. These data suggest that maternal malnutrition during pregnancy has lasting negative effects on the female reproductive system of rat offspring. It also emphasizes that the effects are amplified in the second generation in comparison to the first. Unexpectedly, nutrient shortage in utero programed ovarian folliculogenesis and induced abnormal multiple oocyte follicles. The poor pregnancy outcomes in rats exposed food restriction could be linked to poor development of fetal reproductive organs. The mechanism(s) by which maternal food restriction alters ovarian structure and pregnancy outcomes in the second generation is unknown and require more investigations.