Fibroids are one of the most common gynecological pathologies in reproductive age women. While fibroid and myometrial biology has been extensively studied, endometrial function in women with fibroids has received relatively little attention, although it is known to be compromised depending on fibroid location and size. To investigate proliferation and apoptosis in endometrium from women with intramural fibroids (F) compared to controls with no uterine pathology (C). Endometrial biopsies were obtained from women with and without intramural fibroids (n=6 and n=4, respectively). Isolated and cultured endometrial stromal fibroblasts (eSFs) were used in the proliferation WST-1 assay assessing metabolic activity of cells, BrDU incorporation assay and TUNEL apoptosis assay. eSF decidualization with 0.5mM of 8-bromo-cAMP for 96 hours was assessed by IGFBP1 and prolactin ELISA. QRT-PCR of pro- and anti-apoptosis and cell cycle genes was performed. At baseline, there was no difference in eSF proliferation in the WST-1 assay in F versus C, with a significant decrease noted from day 3 in the F group (p<0.03). BrDU incorporation significantly decreased upon decidualization in both F and C groups (p<0.02), as expected, while no difference in BrDU incorporation was observed between nondecidualized or decidualized eSF from F versus C groups (p>0.1). BAX and BCL2 apoptosis-related and cyclin D1 and CDKN1A (p21) cell-cycle gene expression was not different under any condition (p>0.1). Yet, the number of apoptotic cells in TUNEL assay increased with decidualization in both groups (p<0.006), but was significantly higher in F versus C decidualized eSF (p=0.0005). eSF from women with fibroid uterus exhibit decreased proliferation potential and increased apoptosis upon decidualization. How this phenomenon might contribute to impairment of endometrial function in infertility/subfertility patients is currently under investigation.