The plainfin midshipman fish (Porichthys notatus) relies on the production and reception of social acoustic signals for reproductive success. During spawning, male midshipman produce long duration advertisement calls to attract females, which use their auditory sense to locate and access calling males. While seasonal changes based on reproductive state in inner-ear auditory sensitivity and frequency encoding in midshipman is well documented, little is known about reproductive-state dependent changes in central auditory sensitivity and auditory neural responsiveness to conspecific advertisement calls. Previous research indicates that forebrain dopaminergic neurons are preferentially active in response to conspecific advertisement calls and during female auditory-driven behavior in the breeding season. These dopamine neurons project to both the inner ear and central auditory nuclei and contribute to regulation of inner-ear auditory sensitivity based on reproductive state. The present study tested the hypothesis that exposure to the male advertisement call would elicit differential activation in auditory brain nuclei and in the forebrain auditory-projecting dopaminergic nucleus in reproductive vs. non-reproductive male midshipman. Fish were collected during the spring reproductive and winter non-reproductive months and were exposed to a playback of the advertisement call or ambient noise (control). Immunohistochemistry identified activated neurons (pS6-ir; proxy for neural activation) in midbrain and forebrain auditory and dopaminergic nuclei. Our results revealed that in key auditory and dopaminergic areas, the greatest activation (most pS6-ir cells) occurred in reproductive males exposed to the advertisement call.