Substantial evidence indicates that the noradrenergic nucleus locus coeruleus (LC) is a key target of endogenous opioid neurons, and an important structure in mediating opiate effects. However, the detailed distribution of opioid fibers and terminals in the LC, and the sources of its opioid innervation are unknown. In the present study, the enkephalin innervation of the LC was investigated in the rat using an antibody directed against the extended enkephalin peptide Met- enkephalin-Arg6-Gly7-Leu8 (ENK), which is derived exclusively from the enkephalin precursor proenkephalin A. An antibody directed against tyrosine hydroxylase (TH), the synthetic enzyme for catecholaminergic neurons, was also applied to the same tissue sections to delineate LC neurons and their dendrites. Enkephalin fibers in the LC were dense and highly varicose. In horizontal sections, ENK-like-immunoreactive (ENK- ir) fibers of considerable length coursed throughout the rostrocaudal orientation of the LC proper, whereas in frontal sections ENK-ir processes appeared punctate, suggesting a rostrocaudal orientation. Dense ENK-ir fibers were also identified in the rostromedial and caudal juxtaependymal pericoerulear regions where extranuclear dendrites of LC neurons are extensive. As previously reported, there were no ENK-ir neurons in the LC nucleus proper, but such cells were present in neighboring structures such as the parabrachial, sphenoid, and Barrington's nuclei as well as in the central gray and in the subcoeruleus area. ENK-ir neurons were also present in nuclei of the rostral medulla reported to be major afferents of the LC, the nucleus prepositus hypoglossi (PrH), and the nucleus paragigantocellularis (PGi). In the dorsomedial medulla, numerous ENK-ir neurons were identified in the medial aspect of the PrH and along the medial longitudinal fasciculus in the perifascicular reticular formation. In the ventrolateral medulla, ENK-ir neurons were distributed in a conical caudorostral column throughout the PGi. Retrograde transport of a WGA- colloidal gold conjugate (WGA-apoHRP-Au) from LC, combined with immunohistochemistry for ENK in the same tissue sections, revealed that LC afferents in the PGi and PrH were interdigitated with ENK-ir neurons. Furthermore, an unexpectedly high incidence of doubly labeled neurons were identified in both PGi and PrH. Overall, 57% and 56% of the LC-projecting neurons in PGi and PrH, respectively, were also immunoreactive for ENK, suggesting that enkephalinergic neurons of PGi and PrH are major afferents to noradrenergic LC neurons.