In their initial report on the rat, Dahlstrom and Fuxe ([1964] Acta Physiol. Scand. 62:1-55) identified nine brainstem serotonin-containing cell groups, which they termed B1-B9. B9 has received considerably less attention than other serotonergic nuclei (B1-B8) due in part to the fact that its precise location and extent have not been well documented in subprimates. B9 (supralemniscal nucleus; SLN) has been viewed as a minor serotonergic cell group. In addition, 5-hydroxytryptamine (5-HT)-containing cells have been shown to be only sparsely distributed throughout the pontomesencephalic reticular formation (PMRF). By using 5-HT immunohistochemical techniques, we examined the distribution and morphological characteristics of SLN and PMRF 5-HT neurons of the pontomesencephalic tegmentum. We showed that 5-HT cells of both SLN and the PMRF extend rostrocaudally from the rostral midbrain to the midpons. 5-HT SLN cells are located within or dorsal to the medial lemniscus (ML); those of the PMRF are widely distributed throughout the PMRF. The mean numbers of 5-HT containing cells in the SLN, PMRF, dorsal raphe, and median raphe nuclei were 4,571, 1,948, 15,191, and 4,114, respectively. The SLN (B9) contains more 5-HT neurons than any serotonergic group other than the dorsal raphe nucleus. The dendrites of both SLN and PMRF 5-HT cells are primarily oriented mediolaterally and generally extend for long distances (75-300 microns), running perpendicular to the fibers of the ML (SLN) or, to those coursing through the brainstem (PMRF). The present anatomical delineation of SLN and PMRF shows that they are major 5-HT-containing cell groups in the rat and provides the foundation for the further examination of their properties and functions.