Estradiol-17 (E2) causes cell proliferation in the uterine epithelium of mice and humans by signaling through its transcription factor receptor ␣ (ER␣). In this work we show that this signaling is mediated by the insulin-like growth factor 1 receptor (IGF1R) expressed in the epithelium, whose activation leads to the stimulation of the phosphoinositide 3-kinase/protein kinase B pathway leading to cyclin D1 nuclear accumulation and engagement with the canonical cell cycle machinery. This cyclin D1 nuclear accumulation results from the inhibition of glycogen synthase kinase 3 (GSK3) activity caused by an inhibitory phosphorylation by protein kinase B. Once the IGF1 pathway is activated, inhibition of ER signaling demonstrates that it is independent of ER. Inhibition of GSK3 in the absence of E2 is sufficient to induce uterine epithelial cell proliferation, and GSK3 is epistatic to IGF1 signaling, indicating a linear pathway from E 2 to cyclin D1. Exposure to E2 is the major risk factor for endometrial cancer, suggesting that downstream activation of this IGF1-mediated pathway by mutation could be causal in the progression to ER-independent tumors.cell cycle ͉ cyclin D ͉ estrogen ͉ glycogen synthase kinase 3(GSK3) ͉ estrogen receptor T he adult mouse and human uterus undergoes waves of cell proliferation that are regulated by estradiol-17 (E 2 ) and progesterone (P 4 ). In both species, E 2 induces cell proliferation in the luminal and glandular epithelium, but in contrast to mice the human stroma also undergoes proliferation during this so-called proliferative phase (1). P 4 synthesized cyclically in the human or in response to copulation in the mouse inhibits this epithelial cell proliferation but primes the stromal cells to respond to E 2 by cell division (1). Because Ͼ50% of women seek medical advice due to uterine bleeding disorders, many of which are associated with proliferation at least once in their lives, and because E 2 is the major risk factor for endometrial and breast adenocarcinomas thought to be the result of the continuous stimulation of cell proliferation (1, 2), it is essential to understand the mechanism of action of these hormones in inducing cell division.In most cell types the entry into DNA synthesis is regulated by the sequential activity of cyclins and their attendant cyclindependent kinases (CDK) in phosphorylating and inactivating the members of the Rb family of proteins (3). These cyclin/CDKs are, in turn, regulated by the expression of a variety of cyclindependent inhibitors that fall into two classes the CIP/KIP family and the pl6 ink4 family, by phosphorylation of activating and inhibitory sites, as well as by their subcellular localization. In most cases, the initial sensing of external mitogenic stimuli is through altering the activity of D-type cyclins and their cognate CDK4 and CDK6 kinases (4, 5), which is also true in the uterine epithelium of mice in response to E 2 . But in contrast to the mitogenic responses of cells to E 2 in culture, the level of cyclin D1 does not ...