Cytoarchitectural analysis of the octavolateralis area of the goldfish, Carassius auratus, reveals that as in other teleosts, five first-order octaval nuclei are present: the anterior octaval, magnocellular, descending, tangential, and posterior octaval nuclei. The descending nucleus appears to be anatomically specialized relative to that of the halecomorph Amia calva and many teleosts in that a large dorsomedial subpopulation of the nucleus lies medial to nucleus medialis, a first-order lateral line nucleus. In addition to this dorsomedial zone, the descending nucleus is made up of an intermediate and a ventral zone. Application of horseradish peroxidase (HRP) to individual inner ear endorgans reveals that the distribution of these afferents to the octaval nuclei is generally similar to that in another otophysan, Ictalurus punctatus [McCormick and Braford, 1993]. Nucleus magnocellularis receives a diffuse projection from all of the endorgans. The semicircular canals project heavily to the nucleus tangentialis, the entire ventral zone and portions of the intermediate zone of the descending nucleus, the ventral portion of the caudal anterior nucleus, and the bulk of the rostral anterior nucleus. The macula neglecta projects to the intermediate zone of the descending nucleus and to ventral locations within the dorsal half of the caudal anterior nucleus. The otolithic endorgans--the saccule, lagena, and utricle--project, in an overlapping manner, to the dorsal half of the caudal anterior nucleus and minimally to the rostral anterior nucleus. The inputs of the otolithic endorgans to the intermediate zone of the descending nucleus are more segregated, though a given region is sometimes supplied by more than one endorgan. The projections of the saccule tend to be concentrated more medially than those of the other two endorgans. The dorsomedial zone of the descending nucleus receives the majority of its primary input from the saccule, and a much smaller input from the lagena, over most of its rostrocaudal extent. At caudal-most levels of the dorsomedial zone, afferents from the three otolithic endorgans overlap.