Auditory stimulation (AS) or recovery from sleep deprivation (SD) has been shown to increase REM sleep periods in rats, cats and humans. This increment in REM has been credited to an amplified level of excitability in a widely distributed neuronal network throughout the brain. Fos-like immunostaining (FLI) has been useful in constructing maps of post-synaptic neuronal activity with single cell resolution, and has been proposed to be tightly related with progressing neuronal activation. This study utilized FLI as a marker to determine the number of neurons and structures which express c-fos in broadly distributed areas of the brain in animals with REM periods prolonged by either AS or SD. The results indicated that the brain stem and diencephalon present FLI increases in a variety of structures that possibly share various functional aspects of the REM sleep mechanism. These results are discussed in terms of the possibility that REM maintenance is related to an increase in the recruitment of REM-on neurons.