During lactation in the rat, the suckling stimulus plays an important role in mediating alterations in hypothalamic neuroendocrine function associated with lactation. To provide the basis for understanding the neural circuitry that may transmit suckling-induced signals into the hypothalamus, the present study used the expression of the immediate-early gene product, cFos protein, as a marker for neuronal activation to identify neural populations in the brain of lactating female rats activated by the suckling stimulus. In addition, cFos expression induced by the exteroceptive sensory stimuli (olfactory, auditory, visual) associated with pup exposure alone was also determined. Thus, cFos patterns in response to the physical suckling stimulus, which would include exteroceptive sensory stimuli associated with pup exposure, were compared with the patterns induced in response to pup exposure alone, so that neuronal populations specifically activated by the suckling stimulus could be identified. After 90 min of suckling, several forebrain areas, including the lateral septum, medial preoptic area, periventricular preoptic area and supraoptic nucleus of hypothalamus, showed a significant increase in cFos expression, compared with non-suckled controls and pup exposure animals. In addition, in the bed nucleus of stria terminalis, the medial amygdala and several cortical areas, cFos-positive cells were found in both suckling and pup exposure animals. In the brainstem, the suckling stimulus induced a significant increase in cFos expression in the ventrolateral medulla, locus coeruleus, lateral parabrachial nucleus, lateral and ventrolateral portions of the caudal part of the periaqueductal gray, and caudal portion of the paralemniscal nucleus, compared with non-suckled controls and pup exposure animals. As expected, in several areas related with sensory input, such as reticular formation and pontine nucleus, cFos expression was found in both suckling and pup exposure animals. Moreover, when double-label immunocytochemistry was used to identify cFos- and catecholamine-positive neurons in the brainstem, it was found that catecholamine-positive neurons in the ventrolateral medulla and locus coeruleus showed a significant increase in cFos expression in response to suckling compared with non-resuckled and pup-exposure groups. Using cFos expression as a marker for neuronal activation, the present studies identified the neural populations in the brain that are activated by the suckling stimulus. By comparing the pattern of cFos expression observed in response to pup exposure alone or the suckling stimulus, the present studies differentiated the neural populations activated by the physical suckling stimulus from the populations activated by the exteroceptive sensory stimuli associated with pup exposure. These suckling-activated areas are likely candidates for playing an important role in transmitting the effects of the suckling stimulus into the hypothalamus to regulate neuroendocrine alterations associated with lactation.