In this study, we compared the uterine tissue of estrogen receptor (ER) ؊/؊ mice and their WT littermates for differences in morphology, proliferation [the percentage of labeled cells 2 h after BrdUrd injection and EGF receptor (EGFR) expression], and differentiation (expression of progesterone receptor, E-cadherin, and cytokeratins). In ovariectomized mice, progesterone receptor expression in the uterine epithelium was similar in WT and ER ؊/؊ mice, but E-cadherin and cytokeratin 18 expression was lower in ER ؊/؊ mice. The percentage of cells in S phase was 1.5% in WT mice and 8% in ER ؊/؊ mice. Sixteen hours after injection of 17-estradiol (E2), the number of BrdUrd-labeled cells increased 20-fold in WT mice and 80-fold in ER ؊/؊ mice. Although ER␣ was abundant in intact mice, after ovariectomy, ER␣ could not be detected in the luminal epithelium of either WT or ER ؊/؊ mice. In both untreated and E2-treated mice, ER␣ and ER were colocalized in the nuclei of many stromal and glandular epithelial cells. However, upon E2 ؉ progesterone treatment, ER␣ and ER were not coexpressed in any cells. In WT mice, EGFR was located on the membranes and in the cytoplasm of luminal epithelium, but not in the stroma. In ER ؊/؊ mice, there was a marked expression of EGFR in the nuclei of epithelial and stromal cells. Upon E2 treatment, EGFR on cell membranes was down-regulated in WT but not in ER ؊/؊ mice. These findings reveal an important role for ER in response to E2 and in the organization, growth, and differentiation of the uterine epithelium.differentiation ͉ proliferation ͉ uterus P roliferation of epithelial cells (1, 2), uterine hyperemia, fluid uptake (termed water imbibition), recruitment of inflammatory leukocytes from the bloodstream into the stromal compartment (3, 4), and the induction of the progesterone receptor (PR) are caused by 17-estradiol (E 2 ). Progesterone (P 4 ) inhibits estrogen-induced cell proliferation of the luminal and glandular epithelial compartment (5) and stimulates epithelial differentiation in preparation for embryo implantation. Physiologically and pharmacologically, P 4 is important for prevention of endometrial hyperplasia (6). After the cessation of ovarian function, estrogen replacement is needed for preservation of the skeletal, cardiovascular, and central nervous systems. To oppose the proliferative effects of estrogen on the uterus and reduce the risk of endometrial cancer, progesterone is used together with estrogen in hormone replacement therapy after menopause (7,8).Most of the known actions of estrogen are mediated by the estrogen receptors (ERs) ER␣ and ER, both of which bind E 2 and modulate transcription of E 2 -responsive genes (9). A single injection of E 2 results in a synchronized wave of cell proliferation, with DNA synthesis in epithelial cells beginning 6-9 h after E 2 injection and peaking at 12-15 h. DNA synthesis is followed by a wave of cell division (1, 2, 10). P 4 elicits its function through binding to the PR.During the secretory phase of the estrus...