During early pregnancy in rodents, invasion of the blastocyst into the endometrial decidual cells is accompanied by the removal of uterine epithelial cells around the implantation sites. The present study investigated the distribution and expression of two focal adhesion proteins, namely talin and paxillin, in rat uterine epithelial cells during early pregnancy and their role in the loss of these cells at the time of implantation. A major distributional change of talin and paxillin was demonstrated in uterine epithelial cells during early pregnancy. From a highly concentrated expression along the basal cell surface on Day 1 of pregnancy, talin and paxillin were lost from the basal cell surface at the time of implantation. There was also a corresponding statistically significant decrease in paxillin seen through western blotting analysis. Together, these observations suggest that uterine epithelial cells are less adherent to the underlying basal lamina due to the disassembly of talin and paxillin from focal adhesions, facilitating removal of these cells at the time of implantation. This phenomenon was restricted to the period of receptivity because talin and paxillin reappeared along the basal cell surface soon after implantation.