The analgesic effects of morphine are mediated, in part, by periaqueductal gray (PAG) neurons that project to the rostral ventromedial medulla (RVM). Although much of the neural circuitry within the RVM has been described, the relationship between RVM neurons and PAG input and spinal output is not known. The objective of this study was to determine whether GABAergic output neurons from the PAG target RVM reticulospinal neurons. Immunocytochemistry and confocal microscopy revealed that PAG neurons project extensively to RVM neurons projecting to the spinal cord, and two-thirds of these reticulospinal neurons appear to be GABAergic (contain GAD67 immunoreactivity). The majority (71%) of PAG fibers that contact RVM reticulospinal GAD67-immunoreactive neurons also contained GAD67 immunoreactivity. Thus, there is an inhibitory projection from PAG to inhibitory RVM reticulospinal neurons. However, there were also PAG projections to the RVM that did not contain GAD67 immunoreactivity. Additional experiments were conducted to determine whether the heterogeneity in this projection can be explained by the electrophysiological character of the RVM target neurons. PAG projections to electrophysiologically defined and juxtacellularly filled ON, OFF, and Neutral cells in the RVM were examined. Similar to the pattern reported above, both GAD67- and non-GAD67-immunoreactive PAG neurons project to RVM ON, OFF, and Neutral cells in the RVM. These inputs include a GAD67-immunoreactive projection to a GAD67-immunoreactive ON cell and non-GAD67 projections to GAD67-immunoreactive OFF cells. This pattern is consistent with PAG neurons producing antinociception by direct excitation of RVM OFF cells and inhibition of ON cells.