Light and electron microscopy were used to study the morphology of uterine luminal epithelium from 4 or 5 gilts slaughtered on each of days 10, 13, 16, and 19 of the estrous cycle. Ultrastructural evidence indicated that metabolic activity and accumulation of glycogen by the uterine epithelium increased between days 10 and 16 of the estrous cycle. This phase of high synthetic activity had been terminated by day 19, as evidenced by the reduction or absence of glycogen deposits and decreased incidence of organelles associated with synthetic activity. Diffuse degeneration of epithelial cells occurred throughout the period of study but was maximal between days 16 and 19. Mitotic activity indicated that cell replacement also occurred between day 16 and day 19.