The intercalated cell masses (ICMs) are dense clusters of small GABAergic cells interposed between the basolateral and centromedial nuclear groups of the amygdala. Until now, the ICMs have been largely ignored in anatomical studies of the amygdaloid complex. Thus, this study was undertaken to identify some of their targets by means of tract-tracing methods combined with immunohistochemical techniques. Wheat-germ agglutinin conjugated to horseradish peroxidase (WGA-HRP) was injected into numerous cortical areas and dorsal thalamic nuclei, in the anterior commissure and/or stria terminalis nuclei, and in the caudate nucleus, as well as into lateral and preoptic hypothalamic areas. Very few retrogradely labeled cells were seen in the ICMs following these injections. In contrast, massive retrograde labeling was found in the rostral groups of ICMs after WGA-HRP injections involving the substantia innominata and horizontal limb of the diagonal band. Furthermore, these retrogradely labeled intercalated cells were also GABA-immunoreactive. Results of iontophoretic injections of Phaseolus vulgaris-leucoagglutinin (PHA-L) in the rostral ICMs confirmed that they contribute a massive projection to the entire extent of the substantia innominata and horizontal limb of the diagonal band. Electron microscopic observations of ultrathin sections prepared for postembedding GABA or glutamate immunocytochemistry revealed that the ICM terminals labeled with PHA-L displayed GABA, but not glutamate immunoreactivity, and formed symmetric synapses with dendritic profiles. The present findings constitute the first direct demonstration of an amygdalofugal GABAergic projection to the basal forebrain. Considering that the basal forebrain contains a group of cholinergic and GABAergic neurons collectively projecting to the entire cortical mantle, this GABAergic projection of the ICMs could allow the amygdaloid complex to influence the activity of widespread cortical regions to which it is not directly connected, at least in the cat.