This study examined ground squirrel reticular formation (RF) cell activity as a function of: (1) arousal state, and, (2) phasic alterations in neck muscle activity. A total of 37 neurons were recorded from 11 behaving squirrels (Spermophilus lateralis). Five cells were located in the midbrain RF, 15 were in the lateral pontine site implicated in inhibition of motor output, i.e. the subcoeruleus area, 11 were in the medial pontine RF, and 6 were in the medullary RF. Regardless of location, the majority of the cells (81%; 30 of 37) exhibited greatest activity when the animals were awake and/or in rapid-eye-movement (REM) sleep. However, the relationship between neuronal activity and phasic alterations in neck muscle activity differed as a function of location. The activity of 53% of cells (8 of 15) located in the subcoeruleus area increased with phasic decreases in electromyographic (EMG) activity, whereas the activity of cells (22 of 22) in other RF sites decreased or did not change with phasic decreases in EMG activity. The increased activity of subcoeruleus area cells during phasic decreases in neck muscle activity is further evidence suggesting that the lateral pontine RF is involved in promotion of muscle atonia during REM sleep and possibly wakefulness.