Injections of horseradish peroxidase (HRP) involving the entire habenular complex in rat, cat and squirrel monkey (Saimiri sciureus) label (1) numerous cells in anterior lateral hypothalamic area, (2) a moderate number of cells in lateral preoptic area, substantia innominata, nucleus of diagonal band and postcommissural septum, and (3) a few cells in medial hypothalamus, ipsilaterally, in all three species. Some labeled cells also occur in corresponding regions contralaterally. The contribution of these limbic structures to the innervation of habenula is thus strikingly similar in the three groups. In contrast, significant species variations are found in respect to pallidal afferents. Whereas the entopeduncular nucleus in rat stands out as the main source of forebrain habenular afferents, the same structure in cat appears to contribute less substantially than adjoining lateral hypothalamus to the innervation of habenula. In monkey habenular afferents also arise principally from lateral hypothalamic neurons. At pallidal levels, labeled cells are nevertheless abundant in the rostral pole of primate internal pallidum. More caudally, they are found in significant number along internal and accessory medullary laminae where they intermingle with acetylcholinesterase-containing neurons which do not themselves project significantly upon habenula. This heterogeneous distribution of labeled pallidal cells indicates that the pallidohabenular projections in primate may arise, at least in part, from specific neuronal subpopulations within internal pallidum.