The organization of the rat motor trigeminal nucleus (MTN) and the morphology of noradrenergic afferents terminating in this cranial motor nucleus were analyzed with light and transmission electron microscopy. Two morphologically distinct types of neurons are present in the MTN. Large multipolar neurons are the most prevalent cell type and are distributed uniformly throughout the nucleus. The morphology of these cells is identical to that of motor neurons described previously in both the brainstem and spinal cord. The neurons are characterized ultrastructurally by a light, organelle-rich cytoplasmic matrix containing numerous cisternal arrays of rough endoplasmic reticulum (RER) and a centrally placed spherical nucleus containing a single prominent nucleolus. Approximately 80% of the surface of these cells is contacted by axon terminals. The second major class of neuron consists of small spherical and fusiform cells that are located predominantly at the peripheral borders of the MTN. These cells are significantly smaller than motor neurons and exhibit only scattered axosomatic contacts. This small cell population appears to be composed of two distinct subclasses of neurons that probably represent interneurons and gamma motor neurons. The MTN neuropil contains four morphologically distinct classes of axon terminals that are characterized by either spherical or pleomorphic vesicles within cytoplasm that is lucent or dense. Quantitative morphometric analysis demonstrated differential distribution of each of the four terminal types upon motor neuron somata and dendrites. Intracerebral injection of 5-hydroxydopamine into the brainstem tegmentum immediately adjacent to the MTN labeled axon terminals containing spherical vesicles and a lucent axoplasmic matrix. Intracerebral injection of the neurotoxin 6-hydroxydopamine resulted in degeneration of the same terminal population and thus confirmed that noradrenaline-containing axons innervating the MTN exhibit a distinctive terminal morphology. The number of synaptic complexes exhibited by noradrenergic terminals did not differ significantly from other terminal populations in the MTN.