Neurons in ventromedial medulla, including the nucleus raphe magnus, project to trigeminal nucleus caudalis and, via the dorsolateral funiculus, to spinal dorsal horn. The terminals of this descending system are in loci containing cells responsive to noxious stimuli. Electrical stimulation of nucleus raphe magnus selectively inhibits spinal dorsal horn neurons that respond to noxious stimuli. These neurons are located near the anatomically demonstrated terminals of this descending system. Dorsolateral funiculus lesions block this descending inhibition of spinal neurons as well as the analgesic action of morphine. This evidence supports the hypothesis that this neuron population mediates the analgesia produced by opiates and electrical stimulation of certain diencephalic and brainstem sites.