The purpose of this study was to determine the distribution of luteinizing hormone-releasing hormone (LHRH) cells and pathways projecting to the median eminence and organum vasculosum of the lamina terminalis in the hypothalamus of the rat. Immunopositive LHRH was detected by the PAP method of immunocytochemistry on vibratome sections without embedding. Female rats were ovariectomized and treated with estradiol benzoate or implanted with estradiol capsules prior to sacrifice in order to minimize to variations in LH and ultimately to maximize hypothalamic LHRH content. Immunoreactive LHRH perikarya are diffusely aggregated across several nuclear groups: nucleus of the vertical limb of the diagonal band of Broca, medial septal nucleus, medians preoptic nucleus, rostral and medial preoptic areas, anterior hypothalamic area, and lateral and basal hypothalamic areas. The aggregate of LHRH cells when projected upon a horizontal plane resembles the form of a V bisected by the third ventricle. The apex of the V of the V is directed rostrally toward the midline nuclear groups whereas the ends of the V incline ventrally toward the base of the brain and the median eminence. The majority of LHRH cells are in the rostral portion of the V in preoptic and anterior hypothalamic areas. Few cells are present in the basal hypothalamus. The processes of LHRH cells form two diffuse fiber systems which are separated by the midline hypothalamic nuclei over most of their course and converge in the basal hypothalamus close to the median eminence. The more lateral fiber system forms part of the medial forebrain bundle, while the periventricular system is associated with the wall of the third ventricle. The dispersion of LHRH cells over many nuclear groups may allow for the integration of afferents from divergent regions of the neuraxis to mediate both tonic and phasic gonadotropin secretion in the rat.