AbstractCytological changes in uterine stromal cells of the rat during induced primary decidua formation have been examined electron microscopically. Decidua forming stroma was examined at daily intervals for the five days during which the reaction reaches maximal hypertrophy and hyperplasia and was compared with pseudopregnant, non‐decidual (control) endometrium. Stromal cells of control uteri resemble embryonic fibroblasts. They appear to be of two types, depending on whether they contain rough – or smooth‐surfaced endoplasmic reticulum. As the decidual reaction progresses, the cells enlarge and become binucleate; cells which contain exclusively rough surface endoplasmic reticulum no longer are evident. Glycogen and fat become abundant, the former in association with smooth‐surfaced membranes of the endoplasmic reticulum. Mitochondria become more numerous, smaller, and show evidence of a rearrangement in internal organization. There is a pronounced increase in a fine intracytoplasmic fibrillar component; and a spectrum of “microbodies” and lysosomes appears. At the height of the reaction, the stroma appears epithelioid. The possible functional significance of these changes i