The normal ultrastructure of the rat subthalamic nucleus (STH) was studied. The STH consisted of tightly packed neurons distributed within a neuropil filled with large numbers of blood vessels and thinly myelinated fibers. The somata of STH neurons (diameters, D, between 10 and 25 micron) contained abundant organelles but had only a small amount of both smooth and rough endoplasmic reticulum. The nuclei had deeply invaginated nuclear envelopes and pale nucleoplasm with little heterochromatin. STH neurons often were tightly apposed without any intervening glial membranes. Similar appositions were also found between somata and dendrites, dendrites and dendrites, and dendrites and initial axon segments. Although puncta adhaerentia were often observed, no gap junctions were found on any of these membrane appositions. In the neuropil, the dendrites were mostly smooth and thin (D between 0.5 and 1 micron) with an occasional stubby spine or thin dendritic appendage. At least two types of axon terminals were identified. Type 1 terminals (D up to 1 micron) contained medium-sized round vesicles (D about 45 nm) and formed asymmetrical synapses. Type 2 terminals were often large (D up to 5 micron) and contained both round and slightly flattened vesicles (D up to 50 nm). The type 2 terminals frequently formed adherens junctions with their postsynaptic targets in addition to forming relatively symmetrical synaptic junctions. The remaining axon terminals included a small number of terminals with various morphological characteristics and possibly some tangentially sectioned type 1 and type 2 terminals. Therefore they have not been classified as individual types in this study. A quantitative analysis indicated that the type 1 terminals formed synapses mainly with thin dendrites whereas the type 2 terminals formed synapses mainly with somata and larger dendrites.