There is considerable evidence that the dorsolateral funiculus (DLF) of the spinal cord contains descending pathways critical for both opiate and brainstem stimulation-produced analgesia. To obtain a comprehensive map of brainstem neurons projecting to the spinal cord via the DLF, large injections of horseradish peroxidase (HRP) were made into the lumbosacral spinal cord of cat and rat. These injections were made caudal to midthoracic lesions which spared only a single DLF or ventral quadrant (VQ); thus only those neurons whose axons descended in the spared funiculus would be labelled. Cells with descending axons in the VQ were concentrated in the medullary nucleus raphe pallidus and obscurus, nucleus retroambiguus and in various subregions of the reticular formation including the nucleus reticularis ventralis, gigantocellularis, magnocellularis, pontis caudalis and pontis oralis. Significant numbers of neurons were also found in medial and lateral vestibular nuclei and in several presumed catecholamine-containing neurons of the dorsolateral pons. In the rat, but not in the cat, considerable numbers of cells are present in the mesencephalic reticular formation just lateral to the periaqueductal gray. In both species, some cells were found in the paraventricular nucleus of the hypothalamus. Brainstem cells projecting in the DLF were concentrated in the nucleus raphe magnus and in the adjacent nucleus reticularis magnocellularis, ipsilateral to the spared funiculus. Significant numbers of cells were found in the dorsolateral pons, differing somewhat in their distribution from those projecting in the VQ. DLF-projecting cells were also present in the ipsilateral Edinger-Westphal nucleus and periaqueductal grey contralateral red nucleus of the midbrain and in the ipsilateral hypothalamus. Smaller projections from other sites are described. These results are discussed in terms of the differential contribution of several brainstem neuronal groups, including the serotonergic nucleus, raphe magnus, the ventromedial reticular formation of the medulla, and various catecholamine-containing neurons of the dorsolateral pontine tegmentum to the analgesia produced by opiates and electrical brain stimulation.