The present study tested the hypothesis that macrophage distribution and activation are enhanced in the uterus before term. Mid-uterine horn tissue strips from mice on Days 15 and 18 of pregnancy, the day of birth (= Day 19), and one day postpartum were paraffin-embedded and then sectioned, stained with a monoclonal pan-macrophage marker (BM8), and processed for visualization and quantification of resident macrophages per nuclear area. Macrophages were dispersed throughout the endometrium and subluminal epithelium; cell numbers declined on the day before term, then increased postpartum. Within myometrium, macrophages congregated in stroma surrounding muscle bundles, and staining was enhanced near term. Macrophage numbers were similar in pregnant and postpartum uteri, enhanced more than 2-fold over those in nonpregnant controls. Uterine sections were also analyzed by laser-scanning cytometry to enumerate activated macrophages (i.e., those that express the intercellular adhesion molecule marker CD54 ) and to determine cell cycle (propidium iodide fluorescence). Activated macrophages were directly proportional to cell numbers and, by cell cycle analysis, were not terminally differentiated. Highest cell numbers occurred on Day 15: 4-fold greater than those in nonpregnant controls and 2-fold higher than those at Day 18 or in postpartum groups. These findings indicate a decline in endometrial macrophage numbers at least one day before the onset of parturition and raise the possibility that trafficking of this immune cell may contribute to onset of labor.