Recently, we showed c-fos expression in pontine nuclei in association with cholinergically induced REM sleep (REMc). Pontine cholinergic mechanisms have been implicated in the orchestration of the phasic and tonic events underlying REM sleep. Therefore, in the present study, we examined whether pontine cholinergic neurons demonstrate Fos-like immunoreactivity (Fos-LI) following cholinergically induced, sustained rapid-eye movement (REMc) sleep in cats. Microinjections (0.25 mu l) of vehicle (n = 2) or carbachol (n = 3; 2.0 mu g/0.25 mu l) were made into the medial pontine reticular formation. Carbachol produced a state with all the signs of natural REM sleep, and with durations ranging from 27 to 40.1 min. Animals were killed immediately after the end of REMc. Compared to vehicle treated animals (0.9% saline), the animals with REMc showed a significantly higher number of Fos-LI cells in pontine regions implicated in REM sleep generation. More importantly, 11.2% (SEM +/- 0.83) of cholinergic neurons in the lateral dorsal tegmental (LDT) and pedunculopontine tegmental (PPT) nuclei were determined to be also Fos-LI positive. In the vehicle treated animals very few Fos-LI cells were found and none of these were found to be cholinergic. These findings indicate that during REMc a transcriptional cascade involving c-fos occurs in a subpopulation of pontine cholinergic neurons.