We have previously described a technique to obtain short-term cultures of epithelial cells from Wistar rat vaginae. In order to improve the efficiency and life span of these cultures, in the present study we have cultured the vaginal cells with lethally irradiated 3T3 cell feeder layers. Under this condition, cells can grow for several weeks while retaining epithelial characteristics and can eventually be subcultured. The proliferative effect of the ovarian hormones in these cultures was studied using two different approaches, [Methyl-3H]Thymidine (3HTdr) incorporation and increase in cell number. Both assays indicated a proliferative effect of 17 beta-estradiol and progesterone at physiological concentrations. This proliferative effect was also shown in feeder layer-free cultures, ruling out an indirect effect through the mesodermal cells. The capacity of the hormones to modify terminal differentiation in the culture was also studied, using colony stratification as an indicator of differentiation. Progesterone and fetal calf serum had an inhibitory effect on terminal differentiation, whereas 17 beta-estradiol induced a stimulatory action. This culture model allowed us to show a direct effect of the ovarian hormones on vaginal cells in vitro and seems to be a useful model to study hormone-cell interactions in vitro.