In the uterus of the adult females rats, the luminal epithelial cells and the eosinophil leukocytes are rich in cytoplasmic estrogen receptors. During the estrous cycle, the epithelial estrogen receptor concentration reaches its peak level in proestrus, drops precipitously in estrus, and hits the trough at metestrus. Repopulation of the cytoplasm with estrogen binding sites occurs during diestrus. This pattern of cyclic change is indicative of a rapid turnover of estrogen receptors inthe epithelial cells and its regulation by endogenous estrogens. The concentration of estrogen receptors in the cytoplasm of the eosinophils does not appear to fluctuate during the cycle. But the intrauterine distribution of these leukocytes is clearly cyclic in pattern, ostensibly influenced by estrogens. While progesterone binding activity is consistently demonstrated in tandem with estrogen receptors in the cytoplasm of the epithelial cells, it had not been observed in the eosinophil leukocytes. These findings support the claim that there are two estrogen receptor systems in the rat uterus, one mediating the intracellular events of the genomic response to estrogens, and the other being concerned with non-genomic responses.