Locus coeruleus of the rat was studied in material prepared by aldehyde-osmium fixation. Cell bodies of locus coeruleus neurons possess large nuclei with a prominent nucleolus, a homogeneous karyoplasm of moderate density, and occasional indentations of the nuclear membrane. The cytoplasm is rich in organelles, including an extensive network of endoplasmic reticulum which forms well organized Nissl bodies. The highly developed Golgi apparatus surrounds the nucleus and extends into large dendritic trunks. In coronal section, cell bodies appear elongated along an approximate dorso-ventral axis, and most dendrites as well as axons appear in cross-section. In parasagittal sections the cells are very elongate, with dendrites and axons in the neuropil mostly cut longitudinally. Thus, locus coeruleus neurons possess disc-shaped dendritic fields parallel to the anterior-posterior axis of the brainstem, with predominantly longitudinal axo-dendritic synaptic configurations. Presynaptic profiles in locus coeruleus neuropil were classified according to the characteristics of their vesicle populations and other features. The most frequently encountered synaptic ending was characterized by small, round, densely packed synaptic vesicles, and comprised approximately 41% of the total sample of 775 synapses. Another group having large, rounded synaptic vesicles, which could be traced in a number of instances to large myelinated axons, accounted for 20% of the sample. Synaptic endings having large, flattened vesicles were also numerous, comprising 23% of the total. Another category of presynaptic endings was identified as those possessing numerous, small, flattened vesicles and comprising about 11% of the sample. Presynaptic endings having many vesicles of mixed sizes accounted for 2% of the total, and another group of the same proportion having small, rounded synaptic vesicles but also an unusually large number of larger, dense-cored vesicles was also present. Two other categories of synaptic endings were encountered, each comprising less than 1% of the total. One of these was derived from small, unmyelinated axons and contained clusters of pleomorphic synaptic vesicles. The other consisted of dendro-dendritic synapses between locus coeruleus neurons and also displayed small clusters of pleomorphic synaptic vesicles near the zone of synaptic apposition. Quantitative analysis revealed that most afferents to the nucleus synapse onto dendrites ranging between 0.5 and 2.5 micrometers in diameter and onto spine-like appendages derived from somata and dendrites. There were no significant differences between different categories of afferent terminals and their spatial distribution onto various postsynaptic targets of locus coeruleus neurons.