The thalamic reticular nucleus has been shown to receive cholinergic innervation from both the nucleus basalis of Meynert in the forebrain and the pedunculopontine and laterodorsal tegmental nuclei in the brainstem (Steriade et al.: Brain Res. 408:372-376, '87; Levey et al.: Neurosci. Lett. 74:7-13, '87). Relatively dense populations of choline acetyltransferase-(ChAT) immunoreactive axons and terminallike varicosities have been shown to be distributed throughout this nucleus (Levey et al.: J. Comp. Neurol. 257:317-332, '87). In this study, the ultrastructure of ChAT-immunoreactive axons and of their synaptic terminals in the reticular nucleus was examined in the electron microscope. All ChAT-immunoreactive axonal profiles in the reticular nucleus were presynaptic; the postsynaptic elements were exclusively dendritic profiles; and no axo-axonic or axosomatic contacts from labelled axons were observed. Most ChAT-immunoreactive synaptic contacts were made by profiles less than 0.25 micron in minor diameter. Single ChAT-immunoreactive axons made synaptic contact with several dendritic profiles as the axons were followed through serial sections. These results suggest that the cholinergic innervation of the reticular nucleus will modulate the function of reticular neurons by synapsing onto the dendrites of its neurons without direct effect on the corticothalamic and thalamocortical terminals which also innervate the reticular nucleus.