Electron probe x-ray microanalysis was used to measure cytoplasmic elemental content (in mmoles/kg dry weight) of the basal layer of cells of the vaginal epithelium of ovariectomized rats. Measurements were made both before estradiol injection and at 2 hr, 17 hr, and 24 hr after estradiol administration. Mitotic figures first appeared in the basal cell layer at 24 hr. During the course of the study significant time-dependent differences were seen in the content of all elements mesured. A pattern of change in cytoplasmic content was seen for Na, P, S, and Cl; all of which decrease significantly by 17 hr and then return to approximately the nonstimulated concentration by 24 hr. On the other hand K, and to a lesser extent Mg, show an early and continued increase in cytoplasmic content after estadiol injection. Thus, the marked increase in the intracytoplasmic content of K in the estradiol treated cells suggests that K, or the ratio of Na to K, may be directly or indirectly involved in growth stimulation.