The octavolateral sensory systems in teleost fish comprise at least four distinct hair-cell sensory modalities which are processed separately within the CNS. Two of these modalities, the mechanosensory lateral line system and the eighth nerve auditory system, have been implicated in the animal's ability to detect and localize underwater vibrations. Distinct mechanosensory lateral line and auditory nuclei are present within the torus semicircularis, the midbrain homologue of the inferior colliculus. The present study utilized horseradish peroxidase tracing techniques to delineate those areas of the lower brainstem which are involved in auditory as opposed to mechanosensory lateral line processes. The primary mechanosensory nucleus of the medulla, n. medialis, projects directly to the optic tectum and to the mechanosensory nucleus of the torus semicircularis. Nucleus medialis receives input from primary lateral line nerve fibers as well as from a number of sites within the CNS: n. praeeminentialis pars ventralis, and the eminentia granularis and lobus caudalis of the cerebellum. The n. praeeminentialis itself receives a descending input from the mechanosensory nucleus of the torus semicircularis. These mechanosensory lateral line pathways are parallel to, but distinct from, those of the electrosensory lateral line system. Auditory signals reach the midbrain via an entirely separate route. The octaval nerve terminates in a column of five medullary nuclei. Of these, only the anterior and descending octaval nuclei maintain a direct but sparse projection to the auditory nucleus of the midbrain. The bulk of the auditory input to the midbrain involves a newly described medullary nucleus, the medial auditory nucleus of the medulla. This nucleus receives input from the descending octaval nucleus and projects bilaterally to the auditory nucleus of the torus semicircularis. It is suggested that the medial auditory nucleus of the medulla is homologous to portions of the superior olivary complex of other vertebrates.