The rat nucleus basalis magnocellularis (nBM) was morphometrically analyzed following multiple intracortical AF64A infusions. At 3 weeks post-infusion, brains were histochemically double-stained for acetyl-cholinesterase and Nissl substance following diisopropylfluorophosphate pretreatment. Intracortical AF64A induced significant atrophy, but not degeneration, of nucleus basalis cholinergic cell bodies. These results suggest that retrograde cellular atrophy is associated with inhibition of presynaptic high-affinity choline transport on cortical terminals of nBM cholinergic neurons.