Ovaries are absolutely required for development of the mammary parenchyma (PAR) in cattle, reflecting estrogendependent epithelial cell proliferation. However, the estrogen receptor (ER) that mediates the mammary estrogen effects, ERa, is absent in proliferating epithelial cells. In the mouse, this discrepancy is explained in part by the ability of the mammary fat pad (MFP) to synthesize epithelial cell mitogens such as IGF-I in response to estrogen. Consistent with a similar role for the bovine MFP, 30% of its fibroblasts and adipocytes were immunoreactive for ERa in prepubertal dairy heifers. To assess estrogen-dependent gene expression in the MFP, 16 prepubertal dairy heifers were randomly assigned to a 2!2 factorial. The first factor was ovarian status, with heifers undergoing bilateral ovariectomy or left intact at 4$6 months of age. The second factor was applied 30 days after surgery and consisted of injection of estrogen or excipient. After 3 days of injection, heifers were administered an intrajugular bolus of bromodeoxyuridine (BrdU) and slaughtered 2 h later. The estrogen injection, but not ovarian status, caused significant increases in the fraction of epithelial cells labeled with BrdU and produced tissue-specific effects on gene expression. In the PAR, estrogen injection increased IGF-I gene expression by twofold despite reductions of 50% or more in ERa mRNA abundance and the fraction of epithelial cells immunoreactive for ERa. The estrogendependent increase in IGF-I mRNA was greater in the MFP, presumably because estrogen failed to downregulate ERa expression in this mammary compartment. Finally, estrogenresponsiveness of the MFP appears unique among the bovine fat depots as estrogen injection did not induce IGF-I expression in its s.c. counterpart. Our data demonstrate that the bovine MFP is highly responsive to exogenous estrogen, consistent with a role for this tissue compartment in communicating its effects on epithelial cell proliferation.