We have demonstrated previously that plasma adrenocorticotropin hormone and cortisol responses to exogenous and endogenous stimuli are reduced in fetuses of mildly undernourished ewes. In the present study, we examined the molecular regulation of fetal hypothalamic-pituitary-adrenal (HPA) axis function at 127-130 days gestation (dGA) following 15% reduction in maternal nutrition between 0 and 70 dGA. Using in situ hybridization, we found that corticotropin releasing hormone (CRH) mRNA expression in the hypothalamic paraventricular nucleus (PVN) was lower in fetuses from nutrient restricted ewes than in controls. Restricted fetuses also had greater levels of mRNA encoding preproenkephalin (PENK) and magnocellular arginine vasopressin (AVP) in the PVN. Expression of oxytocin mRNA and parvocellular AVP mRNA in the PVN and pro-opiomelanocortin mRNA in the pituitary were unchanged. Glucocorticoid receptor mRNA expression was unaltered at the PVN, but was reduced (> 40%) in the anterior pituitary of restricted fetuses. Northern blot analysis demonstrated that levels of adrenal P450scc mRNA and P450(C17) mRNA were not different between the groups. We conclude that the reduction in HPA function reported previously is mediated, at least in part, by a decrease in expression of CRH mRNA and increase in PENK mRNA in the PVN.