The medial preoptic area (MPOA) is essential for normal maternal behavior in the rat. Hormone stimulation of the MPOA facilitates the behavior and lesions of the MPOA and the adjoining ventral part of the bed nucleus of the stria terminalis (vBST) disrupt the behavior. The MPOA/vBST also show increases in Fos protein expression during maternal behavior. The present study examines the larger neural circuitry within which the MPOA/vBST might operate to influence maternal behavior. Combining Fos immunocytochemistry with unilateral excitotoxic amino acid lesions or lateral knife cuts of the MPOA/vBST, we sought to identify brain regions which might be under the influence of Fos expressing neurons in the MPOA/vBST. Two brain regions, the shell of the nucleus accumbens (NAs), and the intermediate part of the lateral septum (LSi) were identified. Both the NAs and LSi exhibited elevated Fos expression during maternal behavior, while unilateral MPOA/vBST damage resulted in an ipsilateral reduction of maternal behavior-induced Fos expression in each area, suggesting that MPOA/vBST neurons modulate Fos expression and associated neural activity in both of these structures during maternal behavior. Importantly, these unilateral preoptic lesions also depressed maternal behavior-induced Fos expression in the ipsilateral MPOA and vBST. The effects of these lesions on Fos expression in the periaqueductal gray (PAG) and other brain regions are also presented.