It is now established that stimulation of the ventrolateral midbrain periaqueductal grey (PAG) evokes inhibition of nociceptive spinal neurons, which results in analgesia and a powerful attenuation of pain behaviour. It is postulated that the PAG exerts this inhibitory effect on spinal nociceptive functions through the activation of descending serotonergic and noradrenergic pathways that arise from the rostral ventromedial medulla (RVM) and pontine noradrenergic nuclei. To investigate the neuroanatomical substrate of this functional link between the PAG and RVM, as well as the pontine noradrenergic nuclei in the rat, we labelled axons that project from the ventrolateral PAG to various regions of the pons and medulla oblongata using the anterograde tracing substance, Phaseolus vulgaris leucoagglutinin. We demonstrated that some of PAG efferents really do terminate in the RVM and pontine noradrenergic nuclei, but a substantial proportion of them project to the intermediate subdivision of the pontobulbar reticular formation. Combining the axonal tracing with serotonin- and tyrosine-hydroxylase-immunohistochemistry, we also found that, in contrast to previous results, PAG efferents make relatively few appositions with serotonin- and tyrosine-hydroxylase-immunoreactive neurons in the RVM and pontine noradrenergic nuclei; most of them terminate in nonimmunoreactive territories. The results suggest that the ventrolateral PAG may activate a complex pontobulbar neuronal assembly including neurons in the intermediate subdivision of the pontobulbar reticular formation, serotonin- and tyrosine-hydroxylase-immunoreactive and nonimmunoreactive neurons in the RVM and pontine noradrenergic nuclei. This pontobulbar neural circuitry, then, may mediate the PAG-evoked activities towards the spinal dorsal horn resulting in the inhibition of spinal nociceptive functions.