During days 12-15 after oestrus (day 0), the uterine luminal fluid (ULF) of both pregnant and non-pregnant ewes contains only two prominent insulin-like growth factor binding proteins (IGFBPs) of 16-18 kDa and 22-24 kDa which preferentially bind IGF-2. Immunoblotting with an IGFBP-3 antibody revealed these to be proteolytic fragments of IGFBP-3. In contrast, the ULF from anoestrus and ovariectomized ewes contained intact IGFBP-3 (40-44 kDa) and IGFBP-2 (34 kDa). Co-incubation of ULF from an anoestrus ewe with that from a day 12 cycling ewe cleaved the IGFBP-3 present into the two lower molecular weight IGFBPs characteristic of ewes in the late luteal phase of the oestrous cycle. The variation in proteolytic activity both during the year and during the cycle suggested an influence of progesterone. Supplementation of progesterone to long-term ovariectomized ewes via a CIDR-G breeding device for 5, 10 or 15 days induced marked proteolytic activity in all 10-day treated sheep. The ULF from the 15-day treated ewes showed reduced activity and could inhibit the activity present in 10-day ULF, suggesting the induction of an inhibitor after prolonged exposure to progesterone treatment. A possible role of IGFBP-3 proteolysis in the ovine ULF may be to selectively increase the bioavailability of IGF-1 in the uterine microenvironment, which may be crucial for the rapid elongation of trophoblast that begins during days 12-15 after mating.