Small iontophoretic placements of the orthogradely transported axonal tracer Phaseolus vulgaris leucoagglutinin (PHA-L) were made in portions of the basilar pontine nuclei (BPN) or nucleus reticularis tegmenti pontis (NRTP) to determine if these cell groups provide projections to the cerebellar nuclei (CN) in the rat and if so, to visualize the morphology of the axons and terminals and illustrate any topographical organization in this system. Axons that originated from BPN or NRTP neurons and contained PHA-L were visualized by an immunohistochemical procedure that involved sequential incubation of tissue sections with goat anti-PHA-L antibody, biotinylated rabbit anti-goat immunoglobulin, and a biotin-avidin-peroxidase conjugate. Following injections of PHA-L restricted to ventral and medial portions of the BPN, labeled fibers were observed in the brachium pontis, the white matter dorsal to the CN, and to a lesser extent, in the white matter of the parafloccular stalk. Labeled preterminal axons entered the CN and gave rise to beaded axons that arborized primarily within dorsal portions of the lateral, interposed, and medial cerebellar nuclei. Injections of PHA-L restricted to either lateral portions of the BPN or ventrolateral regions of NRTP produced labeled fibers in the cerebellum that most frequently involved the parafloccular stalk and ventral portions of the CN. In contrast, dorsomedial NRTP injections resulted in the presence of labeled fibers both in the dorsal cerebellar white matter and the parafloccular stalk as well as dorsal and ventral portions of the CN. With the exception of the rostral and medial territory of interpositus anterior which received very sparse input, all portions of each CN subdivision seemed to exhibit some degree of terminal labeling. The density of labeled axon terminals in the CN appeared to be somewhat greater in the NRTP-injected cases compared to BPN-injected animals. These observations indicate that in the rat, both the BPN and NRTP contain neurons whose axons distribute to the CN. It is likely that most of the axons which project to the CN are collaterals of fibers that continue into the cerebellar cortex as mossy fibers but confirmation of this point must await further investigation. In light of the extensive projections from the cerebral cortex to the BPN and NRTP, this axonal system provides the cerebral cortex with a relatively direct route of access to the CN via one synapse in the BPN or NRTP.