On the basis of electrophysiological findings, a descending input from the midline diencephalic areas to the mesencephalic reticular formation has been envisaged to underlie a tonic, reinforcing control of the waking brain. In order to substantiate morphologically this hypothesis and to assess the exact sources of this descending input, unilateral injections (0.04 to 0.06 μl) of horseradish peroxidase (HRP: 50% solution in 2% DMSO) were made within the mesencephalic reticular formation (MRF) in 11 cats. The animals were allowed to survive from 24 to 48 hrs and the brain sections were treated according to the diamino-benzidine (DAB), the tetramethyl-benzidine (TMB), or the bezidine-dihydrochloride (BDHC) procedure. In most animals the injection site was rather small and confined to the nucleus cuneiformis and adjacent central tegmental field. Numerous positive cells, with HRP granules in the soma and proximal processes, were consistently found ipsilaterally at distances ranging from 0.2 to 1.5 mm from the wall of the aqueduct and the third ventricle. Thus, HRP-labelled neurons were seen (1) in the midbrain periaqueductal gray, mostly in its medio-dorsal aspect, (2) in the caudal diencephalic periventricular gray, medial to the retroflex bundle, (3) in the periventricular and medial territories of the preoptico-hypothalamic complex, (4) in the centrum medianum-parafascicularis thalamic nuclei, and (5) less consistently, in the paracentralis thalamic nucleus. A few positive cells were also scattered within the central gray, contralateral to the injection site. At hypothalamic levels, HRP-labelled neurons predominated particularly within and around the ventromedial, arcuate, suprachiasmatic and paraventricular nuclei, and in the medial preoptic region. These results demonstrate that, in addition to the massive subthalamic input to the midbrain reticular formation described recently, a well-developed neuronal system extending from the mesencephalon to the anterior preoptico-hypothalamic region also provides a significant number of afferent fibers to the upper brainstem reticular core.