To date, studies on the effects of prenatal exposure to diphenylamine on developing fetuses are sparse. Therefore, further investigation is required to determine the potential prenatal hazard of this compound and to introduce possible treatment for these hazards. This study aimed to assess the biochemical, histopathological, and ultrastructural changes induced by diphenylamine in the developing liver and kidney of rat fetuses and the role of vitamin E in alleviating these changes. Fifty pregnant rats were divided equally into five groups, the group I was administrated distilled water, group II was administrated corn oil, group III was administrated 100 mg/kg/b.wt. vitamin E, group IV was administrated approximately 400 mg/kg/b.wt diphenylamine and group V was administrated diphenylamine + vitamin E at the above-mentioned doses from the 6^th to 15^th day of pregnancy. Diphenylamine induced undesirable histopathological and ultrastructural changes in the fetal liver and kidney. These changes were in the form of vacuolation, congestions of central veins, hemorrhage, leucocytic infiltration, degenerated cytoplasm, pyknotic nuclei, and swollen mitochondria and rER of hepatocytes. While the degenerative changes in the kidney were represented by degenerated brush border, lumen dilation, tubular hyalinization, vacuolation, degenerated nuclei, and mitochondria. Also, there was a significant decrease in the antioxidant enzymes i.e., superoxide dismutase and catalase, and a significant increase in reactive oxygen radicals and malondialdehyde. Treatment with vitamins E after diphenylamine restored all biochemical, histopathological, and ultrastructural damage cited above. In conclusion, vitamin E has antioxidant effects which could be able to antagonize diphenylamine prenatal toxicity.