To evaluate uterine growth during pregnancy and the potential roles of estrogen and progesterone in regulating uterine cell proliferation and c-fos expression, ewes were assigned randomly to slaughter on day 12 after estrus (nonpregnant, NP), and on days 12, 18, 24, or 30 after mating (pregnant, P) in Exp 1 (n = 7 ewes/day) and on days 12 or 14 after estrus and on days 12, 14, 16, 18, 21, or 24 after mating in Exp 2 (n = 3-6 ewes/day). In Exp 1, endometrial expression of c-fos mRNA was evaluated, and labeling index was determined both in vitro (incorporation of 3H-thymidine) and in vivo (iv injection of bromodeoyxuridine [BrdU], a thymidine analog). Endometrial expression of the c-fos proto-oncogene was increased by approximately 10-fold on days 18, 24, and 30 P compared with day 12 NP or P. Labeling index (proportion of cells incorporating 3H-thymidine or BrdU, which provides an index of the rate of cell proliferation) of endometrial caruncular and intercaruncular tissues was low for day 12 NP or P, increased on day 18 P, and remained elevated on days 24 P and 30 P. On day 18 P, labeling index also was greater for gravid than nongravid horns for both caruncular and intercaruncular tissues. In Exp 2, estrogen receptors (ER), progesterone receptors (PR), and proliferating (BrdU-positive) cells were immunolocalized. The percentage of cells exhibiting specific staining for ER, PR, and BrdU was quantified morphometrically for epithelial, stromal, and glandular tissues within luminal and deep regions, as well as for myometrial tissues. For luminal epithelium and glands, the rate of cell proliferation increased dramatically by day 18 P, even though ER and PR levels were low in these compartments. Conversely, the rate of cell proliferation remained low throughout early pregnancy in deep glands, deep stroma, and myometrium, in association with sustained or transient increases in ER and PR levels. For luminal stroma, the rate of cell proliferation increased by day 21 P even though ER levels were low and PR levels remained high. Thus, during early pregnancy, c-fos expression increased concomitantly with increased endometrial cell proliferation. In addition, during early pregnancy, ER and PR levels were inversely related to the rate of cell proliferation in most of the uterine tissue compartments except luminal stroma, which exhibited increased cell proliferation even though ER levels were low and PR levels remained high.