This study has examined the ascending projections of the periaqueductal gray in the rat. Injections of Phaseolus vulgaris-leucoagglutinin were placed in the dorsolateral or ventrolateral subregions, at rostral or caudal sites. From either region, fibers ascended via two bundles. The periventricular bundle ascended in the periaqueductal and periventricular gray matter. At the posterior commissure level, this bundle divided into a dorsal component that terminated in the intralaminar and midline thalamic nuclei, and a ventral component that supplied the hypothalamus. The ventral bundle formed in the deep mesencephalic reticular formation and supplied the ventral tegmental area, substantia nigra pars compacta, and the retrorubral field. The remaining fibers were incorporated into the medial forebrain bundle. These supplied the lateral hypothalamus and forebrain structures, including the preoptic area, the nuclei of the diagonal band, and the lateral division of the bed nucleus of the stria terminalis. The dorsolateral subregion preferentially innervated the centrolateral and paraventricular thalamic nuclei and the anterior hypothalamic area. The ventrolateral subregion preferentially innervated the parafascicular and central medial thalamic nuclei, the lateral hypothalamic area, and the lateral division of the bed nucleus of the stria terminalis. Although the dorsolateral and ventrolateral subregions gave rise to differential projections, the projections from both the rostral and caudal parts of either subregion were similar. This suggests that the dorsolateral and ventrolateral subregions are organized into longitudinal columns that extend throughout the length of the periaqueductal gray. These columns may correspond to those demonstrated in recent physiological studies.