Pregnane steroids have sedative and neuroprotective effects on the brain, due to interactions with the steroid-binding site of the GABA A receptor. In the adult brain, synthesis of the pregnane steroids is increased in response to stress. Therefore, we have used umbilicoplacental embolization to mimic chronic placental insufficiency during late gestation in sheep, to investigate the expression of the steroidogenic enzymes P450scc, 5␣-reductase type I (5␣RI), 5␣-reductase type II (5␣RII), and allopregnanolone (AP) content in the fetal brain. Umbilicoplacental embolization was induced from 114 d gestation (term~147 d) by daily injection of inert microspheres into the umbilical artery and continued for 17-23 d. Fetal arterial oxygen saturation was reduced to~60% of the preembolization value in each fetus, with a significant reduction in blood arterial PO 2 , pH, and plasma glucose concentrations (p Ͻ 0.05) and a significant increase in blood arterial PCO 2 and plasma lactate concentrations (p Ͻ 0.05). At postmortem at 131-137 d gestation, embolized fetuses were growth-restricted (2.10 Ϯ 0.14 kg, n ϭ 5) compared with agematched controls (4.43 Ϯ 0.56 kg, n ϭ 7, p Ͻ 0.05). Umbilicoplacental embolized fetuses showed increased P450scc expression in the primary motor cortex; 5␣RI expression was not changed in any of the regions examined, whereas 5␣RII expression was markedly increased in all brain regions. Brain AP content did not significantly change, whereas plasma concentrations were increased. These findings suggest that the increased expression of P450scc and 5␣RII may be a response that maintains AP concentration in the fetal brain after compromised placental function and/or intrauterine stress. Chronic hypoxemia and placental insufficiency are associated with fetal growth retardation (1). Generally, the brains of these growth-retarded fetuses are either not smaller, or are reduced to a lesser degree compared with the overall size of the fetus, suggesting that the brain is able to adapt to the intrauterine conditions that compromise fetal growth. On the other hand, growth-retarded and premature infants are at a greater risk of perinatal brain damage (2), indicating that some of these adaptive changes leave the brain more vulnerable to cytotoxic damage arising from a range of insults, such as acute hypoxia, asphyxia, or infection-induced inflammation.Pregnane steroids, including AP, modify the excitability of the CNS by interaction with the GABA A receptor at the steroid binding site. In the adult, AP has been shown to have potent anxiolytic (3, 4), anticonvulsant (5, 6), sedative/hypnotic, and anesthetic effects (7) on behavior. A constitutive role for neuroactive steroids in the developing brain was proposed after the observation that progesterone metabolites such as AP appear to maintain the low level of arousal-like behavior that typifies fetal life (8,9). In the rat, stressful stimuli of handling or swim stress have been shown to increase plasma AP content (10, 11), suggesting that modulation of the GABA A rece...