This research sought to determine if activation of the amygdaloid central nucleus (ACe) modulates the activity of arousal-related neurons within the peribrachial (PB) region. Two categories of neurons were identified. Neurons of the 1st category demonstrated low spontaneous rates and responded with a burst of spikes to acoustic stimuli, characteristics similar to those reported for cholinergic ponto-geniculo-occipital (PGO) wave generator neurons. Neurons of the 2nd category demonstrated significant correlations between their spontaneous activity and the power of delta wave activity in the electroencephalogram (EEG) and responded to acoustic stimuli. Electrical stimulation of the ACe activated 43% of the PGO-related neurons but only 6% of the EEG-related neurons. The results suggest that the ACe modulates the activity of neurons that form the substrate for PGO waves, which are recognized correlates of arousal.