Adult female rats were treated for 2 or 4 weeks with the progesterone antagonist RU486 to study its effect on the regulation of ovarian function. In rats with 5-day ovarian cycles, the vaginal cyclicity disappeared. Uninterrupted vaginal cornification emerged within 4 days after the start of treatment and cornification persisted for the whole period of treatment. It took more than 2 weeks after cessation of 2-4 weeks of treatment before 5-day vaginal cycles reappeared. Ovarian weights increased rapidly resulting from the accumulation of large numbers of corpora lutea. In addition, the ovaries developed occasional follicular cysts which could reach an extremely large size (2 mm or more). Analysis of serial histological sections of ovaries, combined with plasma concentrations of estradiol-17 beta and progesterone, indicated cyclic ovulation and corpus luteum formation together with persistence of functional activity of already existing and newly formed corpora lutea. RU486 seems to have the unique property of dissociating cessation of luteal activity and ovulation in rats. After treatment with RU486, pituitary enlargement and mammary gland alveolar development were observed. It is hypothesized that these effects result from unopposed estrogen action on PRL secretion. The effects of RU486 are reversible: 4 to 5 weeks after the end of treatment ovarian activity seems normal (as evidenced by reduction of ovarian weights and 5-day vaginal cycles) except for the presence of occasional large follicular cysts which may require longer periods for their regression.