Neuronal pathways containing alpha-melanocyte-stimulating hormone (alpha-MSH) extending from the zona incerta and lateral hypothalamic area to the inferior colliculus and spinal cord were analyzed using both immunohistochemical localization and a retrograde tracer. Biotinized horseradish peroxidase injected into the inferior colliculus or the thoracic cord of the rat labeled a number of neurons in the zona incerta and lateral hypothalamic area. Simultaneous immunostaining of the same sections with alpha-MSH antiserum showed that some of these neurons are alpha-MSHergic.