Axonal tracing techniques were used to study the projection from the cochlear nucleus to the superior paraolivary nucleus in guinea pigs. Different tracers were used to identify the cell types that give rise to the projections, the morphology of their axons, and the cell types that they contact in the superior paraolivary nucleus. Injections of Fluoro-Gold or peroxidase-labeled-WGA and HRP into the superior paraolivary nucleus labeled multipolar cells and octopus cells bilaterally in the ventral cochlear nucleus, mainly on the contralateral side. Injections of PHAL into the ventral cochlear nucleus labeled two types of axons in the superior paraolivary nucleus. Thin axons branch infrequently and give rise primarily to small, en passant boutons. Thick axons have larger boutons, many of which are terminal boutons that arise from short collaterals. Thin axons appear to originate from multipolar cells, whereas thick axons probably originate from octopus cells. Both types are found bilaterally after an injection into the ventral cochlear nucleus on one side. Individual thick or thin axons may contact multiple cell types in the superior paraolivary nucleus. Individual cells in the superior paraolivary nucleus can receive convergent input from both thick and thin axons. Combined anterograde and retrograde transport of different fluorescent tracers was used to identify the projections of the cells in the superior paraolivary nucleus that receive inputs from the ventral cochlear nucleus. Cells in the superior paraolivary nucleus that projected to the ipsilateral cochlear nucleus or to the ipsilateral inferior colliculus appeared to be contacted by axons that were labeled by anterograde transport from the contralateral ventral cochlear nucleus. Thus the projections to the superior paraolivary nucleus are in a position to affect the activity in both ascending and descending auditory pathways.