Neuronal activity was studied in the basal forebrain area (BFA) of freely moving cats during wakefulness (W), slow wave sleep (SWS) and paradoxical sleep (PS). Two classically synchronizing and hypnogenic regions, the preoptic area (POA) and the olfactory tubercle (OT) were explored by microelectrodes. Compared to W, the discharge rate in most of the POA cells was not modified or was slightly reduced by SWS, but it was increased by PS. Half of the OT cells increased slightly their firing frequency during falling asleep. A great proportion of OT neurones showed facilitation of activity during PS also, which in half of the cells started already in the last seconds of SWS. The results are discussed from the point of view of the synchronizing and hypnogenic influence attributed to POA and OT.