Recent electrophysiological experiments have suggested that electrical stimulation of an area dorsolateral to the rat supraoptic nucleus (SON) activates a cholinergic pathway to the vasopressin neurons of the SON. As no detailed information is available concerning the distribution and projections of the cholinergic neurons in this area, we have sought to provide this using a combination of choline acetyltransferase (ChAT) immunocytochemistry and acetylcholinesterase (AChE) histochemistry. In some cases, these techniques were applied to the same neurons. Almost all neurons just outside of the SON that showed ChAT-like immunoreactivity also stained densely for AChE. These cells were distributed in a region dorsolateral to the SON. Light, punctate AChE staining around SON neurons was observed predominantly in the more ventral and posterior parts of the nucleus and were suggestive of synaptic terminals. Cholinergic fibres were found to enter the SON mainly from a lateral direction, turning in an anterior or posterior direction inside the nucleus. These results support the conclusion of earlier studies that the major cholinergic input to the SON arises in its immediate vicinity. We hypothesize that these ChAT/AChE-positive neurons are those responsible for cholinergically mediated, osmotically-stimulated release of vasopressin.