The steady decline in plasma progesterone level that occurs during the last week of pregnancy in the normal rat (Wiest, '70) provides good opportunity to study the effect of withdrawal of progesterone on uterine differentiation. Evidence is presented that tissue monocytes, heterophils, and eosinophils are regular components of the normal late gestational uterus and that their number increases as term approaches. Uterine monocytes and heterophils are located in the endometrial and myometrial stroma as well as within the basal intercellular compartment of the luminal epithelium. Stromal monocytes are distributed throughout the attenuated endometrium of late gestation, but are more common immediately beneath the luminal epithelium. In the myometrium, monocytes and heterophils occur, often as perivascular, clusters in the connective tissue septum that separates the two layers of smooth muscle. Eosinophils are present especially in the deep endometrial and myometrial stroma, and increase in number as plasma estrogen rises immediately before parturition. A small population of lymphocytes is regularly present. An important feature of the prepartum uterine stroma is the sparseness of macrophages. Near term, however, the beginnings of monocytic-macrophagic transformation are noticeable as the cell surface becomes more irregular and organelles associated with endocytic activity arise. The prepartum monocytes are positioned in the same histological sites that during the postpartum period of regression will be occupied by macrophages (Padykula and Campbell, '76). Since it is generally accepted that monocytes are precursors of macrophages, this spatial correlation raises the possibility that cellular preparations for regression commence before birth. The possible significance of prepartum monocytic infiltration is discussed in relation to the effect of changing plasma and uterine concentrations of progesterone on uterine collagenase activity. The steady increase in uterine leucocytes which occurs concomitantly with decreasing uterine binding capacity for progesterone supports the hypothesis by Siiteri et al. ('77) that progesterone in high local concentrations has an anti-inflammatory effect.