Oviducts were obtained from women who elected to undergo sterilization either during a normal menstrual cycle, after the first trimester of pregnancy, or in the puerperium. The percent of ciliated cells, cell height and morphology of the fimbria and ampulla were determined and correlated with the stage of the reproductive cycle and plasma levels of the ovarian steroids. Mature ciliated and secretory cells were observed only at mid-cycle. Atrophy, deciliation and loss of secretory activity coincided with elevated levels of serum progesterone. These degenerative processes continued during pregnancy. Ciliation, hypertrophy, and restoration of secretory activity occurred when serum progesterone was essentially undetectable and estradiol relatively low. During each menstrual cycle the secretory cells were observed to undergo a complete cycle of dedifferentiation-differentiation, whereas 10-12% of the ciliated cells lost and regenerated their cilia. Ciliogenic cells were frequently present in the epithelium obtained from women in the mid-follicular phase. Fibrous granules, deuterosomes, procentrioles and ciliary buds were observed in the apex of these cells. Plasma levels of estradiol were higher during periods of atrophy and deciliation than they were during periods of hypertrophy and reciliation. It appears that the serum levels of estradiol were adequate to maintain a mature epithelium at all the reproductive stages included in this study. However, progesterone, when present, blocked the growth-promoting effect of estradiol in the oviduct.