The origins of extrinsic projections to the guinea pig dorsal and ventral cochlear nuclei were identified by examining the retrograde transport of horseradish peroxidase conjugated to wheatgerm agglutinin following its injection into each of these divisions. Major projections originated in periolivary regions of the superior olivary complex, the contralateral cochlear nucleus and the inferior colliculus. There was no contribution from the nuclei of the lateral lemniscus to these pathways. The heaviest projection from the periolivary regions to both divisions of the cochlear nucleus arose bilaterally in the ventral nucleus of the trapezoid body. The ipsilateral lateral nucleus of the trapezoid body also projected heavily to dorsal and ventral cochlear nucleus. In addition, the ventral cochlear nucleus received a substantial projection from the dorsal aspect of the ipsilateral dorsomedial periolivary nucleus. Projections originating bilaterally in the central nucleus of the inferior colliculus terminated in the deep layers of dorsal cochlear nucleus. These projections appear to be more strongly ipsilateral and specific than those reported in the cat.