The normal morphology, efferent projections and possible neurotransmitter content of neurons in the tuberomammillary nucleus (caudal magnocellular nuclei of Bleier et al.) [Bleier, Cohn and Siggelkow (1979) In Anatomy of the Hypothalamus, Vol. 1, pp. 137-220] have been examined in the adult male rat. In Nissl-stained sections, the nucleus can be divided into a dorsomedial, ventral and diffuse part, each of which consists of large, darkly stained neurons cradling the mammillary body. The ventral part is by far the largest and consists of some 2500 neurons on each side of the brain. Immunohistochemical studies indicate that a majority of the large neurons in all three parts of the nucleus stain with antisera against glutamate decarboxylase and [Met]enkephalyl-Arg6-Phe7 heptapeptide and that a smaller subset of these neurons (about 10%) also stain with an antiserum against substance P. Single injections of retrogradely transported fluorescent tracers were made into 18 different sites in 86 animals and the results indicate that all three parts of the tuberomammillary nucleus on one side of the brain send fibers to or through various parts of the neocortex, hippocampal formation, amygdala, basal ganglia, thalamus, superior colliculus and cerebellum on both sides of the brain and that the projection neurons are not organized in a highly topographic way. Injections of two different fluorescent tracers in the same animal indicate that individual neurons in the nucleus may give rise to both ascending and descending projections, as well as projections to widely divergent parts of the forebrain. Together with previous results, this evidence suggests that the tuberomammillary nucleus has widespread projections to the numerous brain structure located in the forebrain and in the caudal medulla (it may not project to the spinal cord), and that its axons may release a mixture of neuroactive substances including gamma-amino butyrate and several peptides. Although its functional significance remains to be investigated, morphological evidence suggests that the tuberomammillary nucleus may constitute one of a series of neurotransmitter-specific cell groups in the brainstem and basal forebrain with diffuse efferent projections that may be involved in the modulation of attention or behavioral state, rather than the processing of specific sensory or motor information.