There is a marked increase in the maternal behavior displayed by a female rat following pregnancy-due primarily to exposure to the gonadal hormones progesterone and estradiol (P and E(2), respectively). We examined Golgi-Cox silver-stained, Vibratome-sectioned neurons visualized and traced using computerized microscopy and image analysis. In Part One, we examined the hormonal-neural concomitants in the medial preoptic area (mPOA), an area of the brain that regulates maternal behavior, by comparing cell body size (area in microm(2); also referred to as soma and perikaryon) in the mPOA and cortex of five groups (n = 4-6/group) of ovariectomized (OVX-minus), diestrous, sequential P and E(2)-treated (P+E(2)), late-pregnant, and lactating rats; for Part Two, we examined a subset of mPOA neurons, which were traced in their entirety, from these same subjects. In Part One, whereas there was no difference between OVX-minus and diestrous females, both had smaller somal areas compared to OVX+P+E(2)-treated and late-pregnant females. The area of the soma returned to diestrous/OVX-minus levels in the lactating females. We found no change among the five groups in area of cell body in cortical neurons, which generally lack steroid receptors. In Part Two, which included a more detailed morphometric analysis of mPOA neurons, we examined several additional measures of dendritic structure, including number of proximal dendritic branches (the largest proximal dendrite was defined as the one with the largest diameter leaving the soma); cumulative length of the largest proximal dendrite; area of the cell body; number of basal dendrites; cumulative basal dendritic length; number of basal dendritic branches; and branch-point (distance from cell body to first branch of largest proximal dendrite). Again, we found similar effects on cell body size as in Part One, together with effects on number of basal dendritic branches and cumulative basal dendritic length in pregnant and P+E(2)-treated groups compared to OVX, diestrous, and lactating. An increase in somal area denotes increased cellular activity, and stimulatory effects on additional neuronal variables represents modifications in information processing capacity. Pregnancy and its attendant hormonal exposure, therefore, may stimulate neurons in the mPOA, which then contribute (in an as yet undetermined manner) to the display of maternal behavior. During the postpartum lactational period, when cues from pups primarily maintain maternal attention, the neuronal soma appears to return to a pre-pregnancy, non-hormonally dependent state, whereas other aspects of the dendrite remain altered. Collectively, these data demonstrate a striking plasticity in the brains of females that may be reflected in modifications in behavior.