The researchers examined the number of cells showing Fos-like immunoreactivity (Fos-lir) in the brains of hormonally primed parturient rat dams immediately following their first behavioral interactions with pups. Groups were exposed to newborn pups (pup), adult conspecifics (social), or a new food (food), or they were left alone in cages (control/isolate) for a 1-hr period. Rats were then killed, and their brains were prepared for immunohistochemical detection of Fos-lir. Rats in the pup group had higher numbers of cells showing. Fos-lir within the medial preoptic area (MPOA) nuclei than did the social, control/isolate, and, marginally, food groups and higher levels of Fos-lir in a number of amygdaloid nuclei (medial and cortical) and in cingulate and somatosensory cortices than did control/isolate or food groups. Fos-lir in amygdala did not differ between pup and social groups. There were also group differences in Fos-labeling in the olfactory bulbs, with the pup group showing the highest densities. These results show elevated expression of Fos-lir in brain structures that were activated during the expression of maternal behavior, including the olfactory structures, amygdala, and MPOA.