Abstract Influence of estrogen and progesterone on the inhibitory action of N-(4-hydroxyphenyl) retinamide (4-HPR) was examined during the promotional stage of 7,12-dimethylbenz[ a]anthracene (DMBA) transformation of the epithelial cells in culture of the whole mammary organs of BALB/c mice. In medium containing insulin, prolactin, hydrocortisone, and aldosterone, 4-HPR caused 68% inhibition of transformation as determined by the presence of nodule-like alveolar structures in the glands exposed to DMBA in vitro. Addition of estrogen and progesterone to the medium reduced this pronounced inhibitory action of 4-HPR to only 15%. While the medium containing insulin, prolactin, growth hormone, estrogen and progesterone was highly conducive to DMBA transformation, 4-HPR inhibition of transformation was limited to only 21%. The antagonistic action of the ovarian steroid hormones was present also at the level of frequency of nodule-like alveolar lesions (NLAL) per gland. Although both ovarian hormones reduced the inhibitory action of 4-HPR, on mammary cell transformation, the antagonistic action of estrogen was noticeably more pronounced.