Retrograde transport of the fluorescent tracer True Blue was used in combination with immunohistochemical staining of dopamine-beta-hydroxylase (a marker protein for noradrenergic neurons) to determine the origin of noradrenergic projections to three cranial nerve nuclei: 1) the motor nucleus of the trigeminal nerve, 2) the motor nucleus of the facial nerve, and 3) the spinal trigeminal nucleus pars interpolaris. Noradrenergic cells in the rat brainstem were divided into subgroups and their numbers were determined in serial sections stained with an antiserum to rat dopamine-beta-hydroxylase. Following tracer injections into the three brainstem nuclei, retrogradely labeled noradrenergic neurons were counted and the percentage of True Blue-labeled noradrenergic cells in each subgroup was calculated. Injections of tracer into the three cranial nerve nuclei resulted in distinctly different labeling patterns of noradrenergic cells. Of the total number of norepinephrine neurons projecting to the motor nucleus of the trigeminal nerve, 68% were observed within the A7 cell group; 75% of those innervating the motor nucleus of the facial nerve were found in the A5 cell group, and 65% of those projecting to the spinal trigeminal nucleus pars interpolaris were present in the locus ceruleus and subceruleus. These findings indicate that norepinephrine cells in the rat brainstem do not constitute a homogeneous population of cells but that several discrete systems can be identified that differ not only in topography but also in the terminal distribution of their axons. This combined retrograde transport-immunohistochemical study reveals a much higher degree of topographic order in the projections of norepinephrine neurons than has previously been recognized. The observation of differential projections of noradrenergic subgroups argues against the notion of a global influence of these cells over functionally diverse areas of the brainstem.