Sexual differentiation of the brain occurs between d 30 and 70 in the fetal lamb. The objective of this experiment was to determine if maternal fatness affects fetal steroid production and expression of their receptors which may ultimately alter endocrine systems postnatally. Fetuses were collected from ewes fed at either 100% (Control; n=5) or 150% (Fat; n=6) of NRC recommendations from 60 d prior to breeding until collection at 75 d of gestation. Hypothalamic and amygdala neural tissues were collected from twin male/female fetuses. Serum concentrations of testosterone were greater (P<0.001) in male fetuses compared to female fetuses. Further, male fetuses from Fat ewes had greater (P<0.05) serum concentrations of testosterone than male fetuses from Control ewes, but differences in testicular steroidogenic enzyme mRNA were not detected (P=0.18). Quantity of hypothalamic mRNA for estrogen receptor (ER) beta tended (P=0.1) to be influenced by a sex by treatment interaction. Messenger RNA for ER-beta was greater in female fetuses than male fetuses from Control ewes (P=0.05). Although amount of ER-beta mRNA did not differ among male fetuses (P=0.7), amounts tended to be less (P=0.07) in female fetuses from Fat ewes compared to those from Control ewes, and did not differ (P> or =0.8) from male fetuses. Hypothalamic ER-alpha mRNA tended (P=0.1) to be less in fetuses from Fat ewes compared to Control fetuses but was not influenced (P=0.3) by fetal sex or their interaction. Amount of mRNA for hypothalamic progesterone receptor tended (P=0.06) to be greater in male fetuses than female fetuses and tended to be less (P=0.06) in fetuses from Fat ewes than in Control fetuses, but did not differ by any sex by treatment interaction (P=0.6). Hypothalamic RNA for the androgen receptor did not differ by sex, dam nutritional treatment, or the interaction. Likewise, amygdala RNA for the estrogen or androgen receptor did not differ (P> or =0.3) by sex, treatment, or their interaction. Dam fatness appears to decrease the expression of progesterone receptor, ER-alpha, and decrease amount of ER-beta in the female fetuses while increasing circulating concentrations of testosterone in male fetuses. Altered expression of hypothalamic receptor genes by the uterine environment may affect adult responses to stress, sexual behavior and/or the pattern of gonadotropin release in response to gonadal steroids.