Changes in proliferation and number of epithelial cells of the murine genital tract, during the oestrous cycle, have been studied. A total of 47 animals in the prooestrous, metoestrous and dioestrous phases of the cycle were staged retrospectively on the basis of the genital tract histology. The average duration of the oestrous cycle in these animals was 4 days, and half of this period was occupied by the prooestrous/oestrous phases. Significant cycles of growth were observed in the luminal uterine epithelium and in the basal epithelium of the cervix-vagina. Most of this growth occurred during the pro-oestrous phase, which lasted approximately 1 day. During this time the numbers of luminal epithelial cells in the uterus and suprabasal cells in the cervix-vagina increased 2-3 fold. This pattern of growth appeared partly synchronous and corresponded to the period when serum oestrogen levels are at their highest. A corresponding and rapid reduction in the numbers of uterine luminal epithelial cells and suprabasal cells in the cervix and vagina was noted during the early metoestrous phase; and this occured during the period when serum oestrogens are at their lowest levels. No significant periodicity in the proliferation and numbers of the uterine gland epithelial cells was noted during the cycle. The kinetic role and function of the gland cells is discussed in relation to these data.