The distribution of radioactivity was studied autoradiographically in the uterus of the ovariectomized rat from 1 to 7 h after the s.c. injection of [3H]progesterone. Luminal and glandular epithelia were less radioactive than stroma or muscle. Grain densities over nuclei were the same as those over cytoplasm in the epithelial tissues and the muscle. Pretreatment with non-radioactive progesterone did not alter the pattern of distribution of radioactivity though in one experiment grain densities were significantly decreased in the pretreated animal; this decrease involved nucleus and cytoplasm in epithelial cells and in the muscle. The interpretation of grain densities after the administration of [3H]progesterone is complicated by the presence of labelled metabolites. Further experiments were therefore carried out with [3H]megestrol acetate, a progestin which is not significantly metabolized in the uterus or plasma during the first 3 h after injection s.c. At 30 min, 1 and 2 h after [3H]megestrol acetate administration, the stroma and muscle were twice as radioactive as the epithelial tissues of the uterus. Nuclear and cytoplasmic grain densities were the same, both in the luminal epithelium and the stroma. Pretreatment with non-radioactive progesterone decreased the observed grain densities by 20–30% in all tissues including the extracellular spaces of the stroma. Though stromal cells were more radioactive than the surrounding extracellular spaces 1 h after [3H]megestrol acetate, the luminal epithelium was significantly less radioactive. These results are consistent with the hypothesis that binding sites for progesterone are at relatively low concentrations in the uterus of the ovariectomized rat, that they are widely distributed in the uterus, and that after binding to these sites progestins are distributed between nucleus and cytoplasm in approximately equal proportions.