The morphology and distribution of somatostatin-immunoreactive synaptic boutons was studied in the rat trigeminal subnucleus caudalis using pre-embedding electron microscopic techniques. Immunoreactive terminals were found in lamina I and throughout lamina II but were more concentrated in outer lamina II. All immunoreactive terminals contained many round or pleomorphic agranular small synaptic vesicles and some large dense-cored vesicles. Lamina I terminals were all simple dome-shaped and relatively small. They established one asymmetric or slightly asymmetric synapse over a dendritic spine or a small, medium or large dendritic shaft. The large dendrites are probably derived from Waldeyer neurons. Many lamina II immunoreactive terminals were also simple dome-shaped terminals and established asymmetric synaptic contacts with one postsynaptic structure, usually a dendritic spine or a small to medium-sized dendritic shaft. However, other lamina II immunoreactive terminals were larger and displayed more complex morphology and synaptology. Complex immunoreactive terminals had scalloped or smooth contours and made synaptic contacts with more than one postsynaptic profile. In outer lamina II they sometimes constituted the central terminals of typical glomerular synaptic complexes. We conclude that many of the immunoreactive simple terminals probably originate from intrinsic somatostatin-immunoreactive interneurons while some of the more complex ones and the central glomerular terminals are likely to originate from primary afferents. These results are consistent with our accompanying light microscopic study (Alvarez and Priestley, Neuroscience 38, 343-357, 1990) which indicates that somatostatin-immunoreactive primary afferents project preferentially to outer lamina II while the lamina I somatostatin-immunoreactive plexus is likely to originate largely from laminae I and II interneurons. In addition somatostatin-immunoreactive cell bodies were found in lamina II. The heaviest immunoreactivity in these cells was in the Golgi apparatus. Also some vesicles containing dendrites were immunostained, and these were most abundant in inner lamina II. Thus, in trigeminal subnucleus caudalis, somatostatin may be derived from primary afferent synaptic boutons, interneuron synaptic boutons and interneuron dendrites. However, each of these sites probably makes a proportionately different contribution to the total amount of somatostatin released in each lamina or sublamina.