The zona incerta (ZI) and lateral hypothalamic afferents to the midbrain reticular formation (MRF) of cat were investigated with the horseradish peroxidase (HRP) technique and by using antidromic identification in experiments on chronically implanted, behaving preparations. Following HRP injections restricted to the MRF territory (nucleus cuneiformis and central tegmental field), the largest number of retrogradely labeled cells appeared in the medial third of the ipsilateral ZI. Labeling extended medially to the adjacent lateral hypothalamus. The number of positive elements gradually diminished towards the lateral extremity of the ZI and continuing reticularis thalamic nucleus. Ventral lateral geniculate neurons were consistently labeled. No positive elements were found in ventrobasal, pulvinar-lateralis posterior and ventralis lateralis thalamic nuclei. The MRF-evoked antidromic invasion of ZI cells occurred with a sharp mode between 0.5 and 0.75 ms (median latency of the whole sample: 0.6 ms). The conduction velocity of the ZI leads to MRF axons is twice as high as the values found in the reciprocal MRF leads to ZI projection. In addition to the antidromically elicited discharges, MRF stimulated resulted in short-latency synaptic excitation, sometimes following the antidromic invasion of the same neuron. The difference between the discharge rates of ZI neurons during EEG-desynchronized and EEG-synchronized behavioral states was not significant. A statistically significant increase in firing rates was found in ZI neurons during waking periods with movements compared to quiet, motionless epochs of waking. The possible involvement of caudally projecting ZI cells in the preparation of postural and/or phasic motor functions is discussed.