Behavioral studies in lampreys of the northern genera, Ichthyomyzon, reveal that sensory inputs initiate and modulate locomotion by activation of reticulospinal (RS) neurones, which constitute the primary descending system involved in motor activity. The interneurones relaying afferent vestibular, trigeminal, lateral line, cutaneous and proprioceptive inputs are localized in the rhombencephalic region of the lamprey brainstem, unlike the visual inputs that are relayed in the mesencephalic region. The knowledge of diencephalic-mesencephalic cell distributions that project to the RS neurones is limited. They were isolated by iontophoretically injecting cobalt-lysine in vitro into the middle (MRRN) and posterior (PRRN) rhombencephalic reticular nuclei of Petromyzon marinus and Ichthyomyzon unicuspis, Fourteen of 31 injections were successful (MRRN, 7; PRRN, 7). Cell groups were labeled ipsilateral to the injection site in the thalamus (corpi geniculati; pars dorsalis thalami lateralis and medialis; nucleus (n.) subhabenularis lateralis), in the epithalamus (n. commissura posteriori) and in the pretectum. Cell groups were labeled bilaterally within the dorsal region along the diencephalic-mesencephalic border (caudal pretectum and rostral tectum opticum), in tectum opticum, torus semicircularis, and tegmentum mesencephali. There were more backfilled cells from MRRN injections (538-6466 cells) than from PRRN injections (53-553 cells) (MW Rank Sum, p < 0.001). The cell bodies were less than 40 microns long ipsilateral to the injection site, and longer contralaterally. Those greater than 50 microns were backfilled from PRRN injections. The location and organization of the cell groups identified is comparable to that of other vertebrates.