All-trans-retinoic acid (atRA) stimulates neurogenesis, dendritic growth of hippocampal neurons, and higher cognitive functions, such as spatial learning and memory formation. Although astrocyte-derived atRA has been considered a key factor in neurogenesis, little direct evidence identifies hippocampus cell types and the enzymes that biosynthesize atRA. Here we show that primary rat astrocytes, but not neurons, biosynthesize atRA using multiple retinol dehydrogenases (Rdh) of the short chain dehydrogenase/reductase gene family and retinaldehyde dehydrogenases (Raldh). Astrocytes secrete atRA into their medium; neurons sequester atRA. The first step, conversion of retinol into retinal, is rate-limiting. Neurons and astrocytes both synthesize retinyl esters and reduce retinal into retinol. siRNA knockdown indicates that Rdh10, Rdh2 (mRdh1), and Raldh1, -2, and -3 contribute to atRA production. Knockdown of the Rdh Dhrs9 increased atRA synthesis ϳ40% by increasing Raldh1 expression. Immunocytochemistry revealed cytosolic and nuclear expression of Raldh1 and cytosol and perinuclear expression of Raldh2. atRA autoregulated its concentrations by inducing retinyl ester synthesis via lecithin:retinol acyltransferase and stimulating its catabolism via inducing Cyp26B1. These data show that adult hippocampus astrocytes rely on multiple Rdh and Raldh to provide a paracrine source of atRA to neurons, and atRA regulates its own biosynthesis in astrocytes by directing flux of retinol. Observation of cross-talk between Dhrs9 and Raldh1 provides a novel mechanism of regulating atRA biosynthesis.Vitamin A (retinol) metabolism produces the autacoid alltrans-retinoic acid (atRA), 2 which regulates multiple processes required for vertebrate reproduction, embryonic development, immunity, growth, and systems homeostasis (1-5). atRA regulates proliferation, differentiation, and apoptosis of many cell types, including epithelial, preadipocytes, and neuronal stem cells (6 -8). Molecular, cellular, and behavioral studies confirm that central nervous system development and function rely on atRA (9 -11). atRA functions in the nervous system via the nuclear RA hormone receptors, to regulate both transcription and translation (12)(13)(14). For example, disrupting atRA signaling by knocking out retinoic acid receptor  severely compromises performance in the Morris water maze test, commonly used to evaluate hippocampus-dependent spatial learning in rodents (15). Impairing atRA signaling impairs long-lasting, activity-dependent changes in synaptic efficacy, including long-term potentiation and long-term depression, viewed as potential cellular learning mechanisms (16). atRA enhances hippocampus neuron function by stimulating dendritic growth (17). atRA also induces neurogenesis of adult neural stem cells in culture and in vivo, and neuronal differentiation of embryonal carcinoma cells (18 -21).A complex metabolic pathway, consisting of multiple steps and enzymes, controls atRA homeostasis (22). Depending on cell needs, all-trans-retinol underg...