The endometrium is the site of implantation and pregnancy. Preparation for this important biological event relies primarily on progesterone, which takes the estrogen-primed endometrium toward a state of receptivity. As a steroid target tissue, the endometrium is also prone to abnormal growth sometimes leading to the development of hyperplasia or cancer. It is the balance between estrogen and progesterone that maintains the endometrium in a state of health and provides the synchronous timing necessary for a successful implantation to occur. In our efforts to understand the role of progesterone in the endometrium we have focused on the use of specific protein biomarkers. Based on examination of a cell adhesion molecule, the alphavbeta3 integrin, and its ligand, osteopontin, we have come to conclude that progesterone action can be direct or indirect. Progesterone acting on the stromal compartment provides paracrine mediators that influence epithelial gene expression. Conversely, acting directly, progesterone may primarily stimulate gene expression of the endometrial epithelium. The complexity of the system is extended since progesterone itself works through two different receptor isoforms. Regulated differential expression of PR-A versus PR-B also appears to fine tune the effect of progesterone on specific genes. Progesterone may also inhibit specific genes that undergo cyclic variation during the menstrual cycle. Together, using in vitro models we have shown that progesterone dynamically regulates gene expression in the endometrium and that imbalances between estrogen and progesterone may have far reaching consequences on normal cycle fecundity and on the balance between health and disease in this hormone-target tissue. (C) 2003 Elsevier Inc. All rights reserved.