Eye and head position, EEG, and activity of oculomotor and vestibular neurons in the brainstem were recorded during alertness and at the transition to light sleep. Characteristic changes of firing patterns were found in many neuronal populations at the sleep-wake transition and could be related to disruption of fixation and rapid and compensatory eye movement generation. Motoneurons decreased their firing rate by 20 to 50%, and their eye velocity coding deteriorated. Burst neurons had a significant drop in maximum firing rates and often showed continuous activity unrelated to rapid eye movements, but responded to vestibular stimuli. Pause neurons went completely silent. Neurons in the vestibular nuclei often reduced their level of activity, but still responded qualitatively unchanged to semicircular canal stimulation. In the framework of current models of oculomotor organization, the sleep-wake transition can be interpreted as a non-equilibrium phase transition which is driven by specific inputs and nonspecific activating systems.