Estrogen actions in target organs are normally mediated via activation of nuclear estrogen receptors (ERs). By using mRNA differential display technique, we show, herein, that estradiol-17 (E 2 ) and its catechol metabolite 4-hydroxy-E 2 (4OHE 2 ) can modulate uterine gene expression in ER␣(؊/؊) mice. Whereas administration of E 2 or 4OHE 2 rapidly up-regulated (4 -8-fold) the expression of immunoglobulin heavy chain binding protein (Bip), calpactin I (CalP), calmodulin (CalM), and Sik similar protein (Sik-SP) genes in ovariectomized wildtype or ER␣(؊/؊) mice, the expression of secreted frizzled related protein-2 (SFRP-2) gene was down-regulated (4-fold). Bip, CalP, and CalM are calcium-binding proteins and implicated in calcium homeostasis, whereas SFRP-2 is a negative regulator of Wnt signaling. Bip and Sik-SP also possess chaperone-like functions. Administration of ICI-182,780 or cycloheximide failed to influence these estrogenic responses, demonstrating that these effects occur independent of ER␣, ER, or protein synthesis. In situ hybridization showed differential cell-specific expression of these genes in wild-type and ER␣(؊/؊) uteri. Although progesterone can antagonize or synergize estrogen actions, it had minimal effects on these estrogenic responses. Collectively, the results demonstrate that estrogens have a unique ability to influence specific genes in the uterus not involving classical nuclear ERs.Estrogens regulate diverse physiological responses including normal functioning of the reproductive and cardiovascular systems and bone metabolism (1-3). The uterus is a primary target for various estrogenic responses during the cycle and pregnancy. In the mouse, estrogen induces uterine epithelial cell proliferation, and together with progesterone (P 4 ) 1 it directs stromal cell proliferation and epithelial cell differentiation. These coordinated estrogen and P 4 interactions prepare the uterus to the receptive state for implantation (reviewed in Ref. 4). The mechanism by which estrogen renders the P 4 -primed uterus receptive for implantation is not clearly understood.Estrogen actions are primarily executed by its binding to nuclear estrogen receptors, ER␣ and/or ER, which are ligandinducible transcription factors (5, 6). They modulate transcription of genes by virtue of their binding as hormone receptor complexes to specific DNA sequences (hormone response elements) in target promoters (5, 6). Despite the classical estrogenic actions, there is increasing evidence that gene transactivation or modulation of cell functions by estrogens is also mediated independent of nuclear ERs (7-10). In many cells, a myriad of estrogenic effects occurs rapidly within seconds or minutes. These responses do not require RNA or protein synthesis and are considered to be mediated by estrogen binding to the plasma membrane (10 -12). For example, increases in intracellular cAMP, calcium influx, inositol triphosphate, and release of prolactin are all attributed to membrane-mediated estrogen actions (10 -12). Although the pre...