Guinea pig and rabbit uterine nuclei bound [3H] progesterone in vitro only in the presence of cytosol from estrogen-stimulated uteri. Nuclei from unstimulated and estrogen-stimulated uteri bound progesterone equally well. Nuclei of nontarget tissues also bound progesterone, but to a lesser extent. The rate of nuclear bindins increased with temperature from 0-30 degrees. At 25 degrees nuclear binding remained stable for at least 3 h, but at temperatures of 30 degrees and greater, nuclear binding decreased rapidly after 15 min. Activation of the progesterone-cytoplasmic receptor complex (the change in the complex that enables it to bind quickly to nuclei at 0 degrees) took place slowly at temperatures from 0-5 degrees and rapidly at 10-25 degrees. Activation was facilitated by dilution of the cytosol. Some activation occurred in diluted cytosol in the absence of added progesterone. The cytoplasmic progesterone receptor had a sedimentation coefficient of 7 S when concentrated cytosol (20 mg of protein/ml) was incubated with progesterone at 0 degrees in 5 mM phosphate buffer. Diluting the cytosol and increasing the temperature to 20 degrees caused the sedimentation coefficient to decrease to 5.5 S. Gel filtration of guinea pig uterine cytosol on Sephadex G-100, in the absence of progesterone, yielded a progesterone-binding fraction in the void volume, with a sedimentation coefficient of 5.5 S. The complex of progesterone with the material in the void volume was taken up by nuclei at 0 degrees more rapidly than the complex of progesterone and crude cytosol. The nuclear uptake of progesterone was decreased in phosphate buffer of concentrations greater than 80 mM. Under conditions that favor the nuclear binding of progesterone, the sedimentation coefficient of the cytoplasmic progesterone receptor was 5.5 S. This may be the form of the preceptor which is taken up by nuclei. In decreasing order of effectiveness, unlabeled progesterone, 5 alpha-pregnane-3,20-dione, corticosterone 20 alpha-hydroxy-4-pregnen-3-one, testosterone, estradiol-17 beta, and cortisol competed with [3H] progesterone for binding to nuclei.