The influence of progesterone (P4) pretreatment on the uptake and retention of [3H]estradiol-17 beta ([3H]E2) in whole uterus and luminal epithelium was examined in ovariectomized mice. After s.c. injection of 50 ng [3H]E2 uterine, epithelial and epithelial nuclear levels of radioactivity were maximal 3 h post-injection: maximum epithelial levels were sustained from 3 to 6 h in Pa-treated, but not control tissue. P4 treatment did not significantly alter the proportion of epithelial or uterine radioactivity recovered as [3H]E2, or the intracellular distribution of the hormone. Preparation of epithelial suspensions in buffer containing excess 17 beta-estradiol (E2) did not significantly alter their [3H]E2 content. After intraluminal injection of 100 pg [3H]E2 rates of loss from uterine, epithelial and epithelial nuclear preparations did not differ significantly between control and P4-treated tissues. We conclude that P4 does not inhibit E2-induced luminal epithelial mitosis by preventing E2 reaching the epithelial cells and nuclei, by changing its distribution in the tissue, or by increasing its rate of loss from the tissue or its metabolism to less active estrogens like estrone.