Glucose utilization was measured in 74 brain regions of the cat during states of wakefulness or rapid eye movement (REM) sleep. These data were obtained from intact, unanesthetized animals which were instrumented for objectively measuring states of consciousness. Through a chronically implanted intravenous catheter, the cats received 250 microCi of magnitude of 6-14C glucose during REM sleep (N = 3) or during wakefulness (N = 3). After spending approximately 8 min in REM sleep or in quiet wakefulness, the cats were administered a lethal dose of barbiturate and the brains were removed and processed for autoradiography. The results revealed site-specific changes in glucose metabolism during REM sleep. Significant alterations in glucose use occurred in the thalamus, the limbic system, and specific regions of the pontine reticular formation. These data demonstrate for the first time that during states comprised entirely of REM sleep there are anatomically specific changes in cerebral glucose metabolism. The majority of brain regions exhibiting REM sleep-dependent changes in glucose metabolism either overlapped with regions known to contain cholinergic cell bodies, or with areas that receive prominent cholinergic input.