The distribution of cells of origin of ascending and descending internuclear connections in the trigeminal sensory nuclei was studied by the retrograde horseradish peroxidase technique in the cat. The termination of collaterals of these ascending axons was also studied by the anterograde transport of horseradish peroxidase. Following injections of horseradish peroxidase into the ventral part of the principal sensory nucleus and the adjacent reticular formation many small neurons were labeled ipsilaterally in the whole area of the caudal portion of the nucleus interpolaris and in laminae III and IV of the nucleus caudalis. Labeled neurons were also found in laminae I and V. Injections limited to either nucleus oralis, the ventral part of the principal sensory nucleus and the medial parabrachial nucleus labeled similar types of neurons in the above regions with a topographic relationship; neurons in the dorsal part of the nuclei caudalis and interpolaris project, dorsally, to rostral portions of the trigeminal sensory nuclei while those in the ventral part of the nuclei caudalis and interpolaris project ventrally. Anterograde labeling of axons arising from the nucleus caudalis demonstrates that the axons ascend in the intranuclear bundles and the adjacent reticular formation, and give off collaterals to the nuclei interpolaris and oralis, and the ventral part of the principal sensory nucleus. Injections limited to the nucleus caudalis labeled small neurons in the rostral portion of the nucleus oralis and the caudal portion of the nucleus interpolaris. The present study suggests that these ascending and descending internuclear connections of the trigeminal sensory nuclei may modulate transmission of afferent inputs to various projection sites, such as thalamus, superior colliculus, cerebellum and spinal cord.