The distribution of cells in the rostral medial mesencephalon and caudal diencephalon which project to the vestibular complex was mapped in the cat by using retrograde axonal transport of wheat germ agglutinin conjugated to horseradish peroxidase (WGA-HRP). Subsequent experiments using anterograde transport of WGA-HRP clarified the position of the terminations of the mesodiencephalic-derived afferents in the vestibular complex. After large injections which involved the entire vestibular complex, retrogradely labeled cells were seen in both the ipsilateral and contralateral interstitial nucleus of Cajal (INC) and were more numerous in its rostral pole. Labeled cells also occurred in the perifascicular region, both immediately adjacent to the fasciculus retroflexus and rostroventral to it. Fusiform midline cells of the Edinger-Westphal nucleus were also labeled, as well as a number of cells in the adjacent somatic portion of the oculomotor complex (OMC). Another group of labeled cells was observed within the contralateral medial terminal nucleus of the accessory optic tract (MTN) and in the posterior hypothalamic nucleus. Injections limited to subregions of the vestibular complex resulted in similar but slightly varying distributions and numbers of retrogradely labeled cells. After injections covering the caudal half of the medial vestibular nucleus (MVN) and descending vestibular nucleus (DVN), labeled cells in the INC and tegmentum dorsal to it were especially prominent, but none was seen in the MTN or OMC. Injections placed in the rostral MVN, lateral vestibular nucleus, y group, and superior vestibular nucleus resulted in a distribution of labeled cells similar to that seen following global vestibular injections, but these cells were fewer in number. After an injection confined to the y group, a small number of retrogradely labeled cells were seen in the rostral pole of the INC and immediately ventral to the fasciculus retroflexus. Projections from the rostral medial mesencephalon and caudal diencephalon to the MVN, DVN, and y group were confirmed by using anterograde transport of WGA-HRP. Direct projections from the INC-perifascicular regions and somatic neurons of the OMC to the caudal vestibular complex could play a role in eye-head coordination. Those projections from the rostral INC and MTN to the rostral vestibular complex may play a role in vertical eye movements and responses to visual stimuli which move in the vertical plane.