The nuclear origin and distribution of midbrain-olivary fibers has been described in a previous study utilizing axonal transport techniques (Linauts and Martin, '78a). The present report extends their results to the electron microscopic level and details the postsynaptic distribution of such fibers. Lesions within the ventral periaqueductal grey and adjacent tegmentum, the red nucleus or the nucleus subparafascicularis result in electron dense axon terminals within the olive at survival times of 48, 72 and 96 hours. At 72 hours, many degenerating presynaptic profiles shrink, become irregular in shape and are totally or partially surrounded by glial processes. The principal olivary nucleus contains the majority of these profiles. However, the subparafascicular terminals are more abundant in the rostral and intermediate parts of the medial accessory nucleus and the rubral terminals are concentrated within the dorsal lamella of the principal nucleus. The nuclear location of the degenerating terminals was determined by examination of 1 micrometer plastic sections cut in the transverse plane from each block face prior to thin sectioning. Degenerating terminals were counted in three cases, one from each of the three lesion sites described above. When taken together these cases show that just over 50% of the degenerating terminals are presynaptic to spiny appendages and are located within the synaptic clusters (glomeruli) described previously (King, '76). The percentage of degenerating terminals in the glomeruli increases to 70% when the lesion is in the ventral periaqueductal grey and adjacent tegmentum. The remaining degenerating terminals contact dendritic shafts outside the astrocytic boundaries of the synaptic clusters. The synpatic vesicle populations within the degenerating terminals vary with the location of the lesion. Lesions in the ventral periaqueductal grey and the adjacent tegmentum result in the degeneration of terminals with either clear spherical vesicles or endings with both clear spherical vesicles and a variable number of large dense core vesicles. In contrast, the primary degenerative changes that occur after destruction of the red nucleus or the nucleus subparafascicularis are in terminals with clear spherical vesicles. When the synaptic complex was present in the plane of section, regardless of the site of the lesion, the degenerating terminals could be classified as Gray's type I. Thus, we have demonstrated that afferents from the mesencephalon terminate within synpatic clusters located in the principal and medial accessory (part A) subnuclei of the inferior olive. Although the mesencephalic afferents have multiple origins (Linauts and Martin, '78a), many of their synaptic terminals contact spiny appendages within the synaptic clusters. This postsynaptic site also receives cerebellar terminals (King et al., '76). The origin of presynaptic profiles within the synaptic clusters that contain clear pleomorphlic vesicles is yet to be determined.