Uterine innervation of the adult virgin rat changes throughout the estrous cycle. Nerves immunoreactive for the pan-neuronal marker protein gene product 9.5 and the sympathetic marker dopamine beta-hydroxylase are maximal at diestrus and minimal at estrus, whereas presumptive sensory and parasympathetic axons are unchanged. In the present study, we used quantitative electron microscopy to determine if depletion of immunoreactive nerves from the myometrium is due to loss of structurally intact axons, and whether this occurs through degeneration or retraction. Numbers of intact myometrial axons per unit sectional area were greatest at diestrus and least at estrus, while myometrial area was smallest at diestrus and greatest at estrus. However, depletion of intact axons at estrus was evident even after correcting for changes in uterine size. Varicosities adjacent to smooth muscle cells did not vary significantly with respect to their ultrastructural features or distance to the nearest smooth muscle target cell. Because retracting axons show increases in organelle content and distances to target cells, retraction probably does not play a major role in reducing uterine innervation. In contrast, axons with ultrastructural features consistent with degeneration (organelle and axolemmal disintegration, abnormal electron opacity, dense inclusion bodies) were significantly increased at proestrus and estrus. Growth cones were observed only at metestrus and diestrus. We conclude that cyclical degeneration and regeneration of myometrial innervation is a normal feature of the virgin adult rat.