This study describes the properties of a myometrial cell line, m-M116, that was derived from a leiomyoma developed in an adult female transgenic mouse harboring the simian virus 40 large T antigen (Tag) under the control of the 5'-regulatory sequence of the calbindin D9k (CaBP9k) gene. As the expression of this transgene is governed by the CaBP9k estrogen-responsive element, m-M116 cells were grown in medium supplemented with 17 beta-estradiol. The cells were long lived, had Tag-positive nuclei, and were nontumorigenic when injected into nude mice. They formed irregular layers of elongated cells with typical features of uterine, smooth muscle cells, as assessed by the presence of alpha-smooth muscle actin and desmin filaments, estradiol and progesterone receptors, and expression of the CaBP9k gene. The rate of cell doublings and the expression of the Tag gene in early passaged cells depended on the presence of 17 beta-estradiol. Tamoxifen, a mixed estrogen agonist-antagonist, also stimulated the growth of m-M116 cells, whereas ICI 182 780, a pure antiestrogen, blocked cell growth. Later passages of m-M116 cells still had a smooth muscle phenotype, but proliferated even in the absence of 17 beta-estradiol. These mouse uterine smooth muscle cells obtained by targeted oncogenesis provide a useful model for studies of the progression of steroid-independent carcinomas.