Possible collateral branches of periaqueductal gray axons which distribute to the nucleus raphe magnus, nucleus reticularis paragigantocellularis, nucleus reticularis gigantocellularis pars alpha and the spinal trigeminal nucleus were analyzed with the double fluorescent retrograde tracer technique. With the exception of a small number of double-labeled neurons observed in the periaqueductal gray following injections of fluorescent dyes into the nuclei reticularis paragigantocellularis and gigantocellularis pars alpha, no double-labeled cells were found in this midbrain region following injections of tracers into various combinations of the above 4 nuclear groups. The results of this investigation indicate that these 4 brainstem nuclei are innervated predominantly by separate neuronal populations within the periaqueductal gray.