Estrogen and progesterone play important roles during pregnancy in stimulating the onset of maternal behavior at parturition. The status of receptor expression of these hormones during pregnancy in neural regions that regulate maternal behavior is unclear. The objective of the present study is to characterize changes in neural gene expression of the estrogen receptors alpha and beta (ERalpha and ERbeta) and the progesterone receptor (PR) during the latter part of pregnancy. Brains from primigravid Sprague-Dawley rats were collected on days 15 and 21 of pregnancy. Micropunches of the olfactory bulb (OB), medial preoptic area (MPOA), bed nucleus of the stria terminalis (BnST), hypothalamus (HYP), medial amygdala (MeA), and the temporal cortex (TCx) were analyzed by real-time RT-PCR (Taqmantrade mark) for levels of gene expression. No changes in either ERalpha or ERbeta mRNA levels were detected in any brain region between days 15 and 21 of pregnancy: however, the MPOA had higher levels of both ERalpha and ERbeta than other brain regions. Progesterone receptor mRNA levels, in contrast, declined significantly in the MPOA, HYP, and TCx, between days 15 and 21 of pregnancy (P < 0.05). In addition, the levels of PR mRNA were significantly higher in the HYP and TCx compared to both the OB and MeA. These data indicate that there is a downregulation of PR prepartum and suggest that this decrease may play a role in the disinhibition of maternal behavior at parturition.