Light microscopic analysis of rat subthalamic (STH) neurons which were intracellularly labeled with horseradish peroxidase, following the acquisition of electrophysiological data, revealed the following: (1) The somata of STH neurons were polygonal or oval with occasionally a few somatic spines. Usually three or four primary dendrites arose from the soma. Dendritic trunks tapered slightly and divided into long, thin, sparsely spined branches. Dendrites of some STH neurons extended into the cerebral peduncle. (2) Reconstruction of the dendritic field was made in three different planes. In either sagittal or frontal planes, the dendritic field was usually oval and the long axis was parallel to the main axis of STH. In the horizontal plane, the dendritic field of all neurons was polygonal. (3) The axons of all the neurons analyzed originated from the soma and were traced beyond the borders of STH, thus indicating that they were projection neurons. All the parent axons bifurcated at least once. After bifurcation, one axon branch coursed dorsolaterally within the cerebral peduncle and terminated in the globus pallidus. The other branch coursed caudally or mediocaudally and arborized in the substantia nigra. Frequently, the axon branches projecting toward the globus pallidus emitted fine axon collaterals within the entopeduncular nucleus. (4) About one-half of the analyzed STH neurons had intranuclear axon collaterals. The neurons with intranuclear collaterals had a higher dendritic tips/stems ratio than neurons without intranuclear collaterals. This observation indicated that STH neurons could be divided into two groups according to their axonal morphology. (5) The axonal terminal arborization observed in all the target sites (i.e., globus pallidus, entopeduncular nucleus, STH, and substantia nigra) were formed with varicose collateral branches which also gave rise to short filaments with beaded endings. Some of these projection neurons could therefore communicate with the target neurons in the globus pallidus, substantia nigra, entopeduncular nucleus, as well as STH through their collateral system.