Primary cultures of rabbit endometrial cells grown on collagen substrates exhibit cyclic changes in DNA content throughout extended periods of culture. These cycles are characterized by periods of significant increases and decreases in the DNA content of the cultures or number of cells present, yet through the entire duration of culture there is no net change in the total DNA. The rates of cell proliferation and cell death change through time in culture with the same periodicity as the changes in DNA. Neither changes in the rate of cell proliferation nor the rate of cell death alone are sufficient to account for the changes in DNA. Rather, there appears to be a feedback mechanism operating between cell proliferation and cell death such that when one increases, the other increases concomitantly in order to maintain a homeostasis in total culture mass. This homeostasis appears to be mediated by a soluble cell proliferation factor (CPF) and a cell death factor (CDF) produced by the cells. CPF and CDF may be obtained from either conditioned media or cultured cell extracts. These biological activities are heat and trypsin sensitive. The major mode of cell death in these cultures appears to be apoptosis or programmed cell death, characteristic of renewing epithelia. The data suggest that this tissue culture model system represents a renewing cell population containing stem cells and their progeny, whose total growth is strictly regulated by CPF and CDF. As such, it provides a model system in which to study homeostasis and how it may be altered in hyperplasia and neoplasia, as well as its regulation by hormones.