Diverse effects of steroid hormones on different tissues result from the tissue-specific regulation of target gene expression by steroid hormone receptors. These receptors belong to a family of transacting factors that regulate transcriptional activation of target genes by binding to DNA recognition sequences located in the 5'-flanking region of the target gene. In the brain, receptors for the gonadal steroid hormones estrogen (E) and progesterone (P) are present in discrete neuronal populations. These steroid hormone receptor-containing neurons mediate the effects of the gonadal steroids on a number of neural processes, including reproductive behavior. Using in situ hybridization we have found progesterone receptor (PR) mRNA-containing neurons present in specific hypothalamic nuclei and in the amygdala. E regulates PR mRNA levels in specific neuronal cell groups which express both ER and PR (in basomedial hypothalamus), but not in others (medial amygdala). The E-induced increase in P-responsive neurons in ventromedial hypothalamus can account for the permissive influence of E on P-facilitated reproductive behavior. This is the first demonstration that synthesis of a transcription factor (PR) can be related to a mammalian behavior.