Single myelinated axons were recorded in the dorsolateral funiculus of the cat and physiologically characterized as descending from the midline medulla or midline pons. Following further physiological characterization (e.g., conduction velocity, adequate stimulus, receptive field, activation by stimulation of periaqueductal gray), the axons were labeled with horseradish peroxidase that was iontophoretically ejected from the recording micropipette. Histochemical reaction allowed visualization of the stained axons and their arborizations in the spinal gray matter. The conduction velocities of the sampled axons ranged from 7.3 to 117.2 m/second with a mean of 35.5 m/second. However, unmyelinated axons could not be sampled with the technique employed here. Descending axons could be divided into two groups: (1) those which terminated in laminae I, II, V, and X, and (2) those which terminated in laminae V, VII, and X. Axons from both groups had myelinated parent axons, were activated by periaqueductal gray stimulation, and responded to noxious pinch of their receptive field. Terminal collaterals from both groups of axons were generally transversely oriented. These results suggest heterogeneous functions for these descending axons which may include modulation of nociceptive input to higher centers.