The distribution of inhibitory premotor neurons for the facial and hypoglossal nuclei was examined in the lower brainstem of the rat. A retrograde axonal tracing method with the fluorescent tracer, tetramethylrhodamine dextran amine (TMR-DA), was combined with immunofluorescence histochemistry for glutamic acid decarboxylase (GAD), i.e., the enzyme involved in gamma-aminobutyric acid synthesis, or glycine. In the rats injected with TMR-DA unilaterally into the facial or hypoglossal nucleus, the distribution of TMR-DA-labeled neurons showing GAD-like immunoreactivity (GAD/TMR-DA neurons) was essentially the same as that of TMR-DA-labeled neurons displaying glycine-like immunoreactivity (Gly/ TMR-DA neurons). The distributions of GAD/TMR-DA and Gly/TMR-DA neurons in the rats injected with TMR-DA into the facial nucleus were also similar to those in the rats injected with TMR-DA into the hypoglossal nucleus. These neurons were seen most frequently in the lateral aspect of the pontine reticular formation, the supratrigeminal region, the dorsal aspect of the lateral reticular formation of the medulla oblongata, and the reticular regions around the raphe magnus nucleus and the gigantocellular reticular nucleus pars alpha, bilaterally with a slight dominance on the side ipsilateral to the injection site.Anumber of GAD/TMR-DA and Gly/TMR-DA neurons were also seen in the oral and interpolar subnuclei of the spinal trigeminal nucleus, bilaterally with a slight ipsilateral dominance. In the rats injected with TMR-DA into the facial nucleus, GAD/TMR-DA and Gly/TMR-DA neurons were also encountered in the paralemniscal zone of the midbrain tegmentum bilaterally with an apparent dominance on the side contralateral to the injection site. A large part of these inhibitory premotor neurons for the facial and hypoglossal nuclei and the excitatory ones may constitute premotor neuron pools common to the orofacial motor nuclei implicated in the control of integrated orofacial movements. J. Comp. Neurol. 378: 283-294, 1997.