The lateral ventral horn. of the upper cervical (C(1-3vl)) cord in rat, cat and monkey contains many cells that project to the periaqueductal gray matter (PAG). Until now it was assumed that these cells only project to the ventrolateral part of the caudal PAG. Because the ventrolateral caudal PAG is involved in quiescence and hypotension, it was hypothesized that the C(1-3vl)-PAG projecting cells play a role in immobility behavior, possibly activated by neck muscle afferents. However, in the present anterograde and retrograde study in cat we showed that C(1-3vl) cells do not only target the caudal PAG, but terminate even more abundantly in the intermediate and rostral parts of the PAG. There, projections target the ventrolateral column, like in the caudal PAG, but also terminate in the lateral and dorsomedial columns. This finding, combined with the current, albeit limited, physiological data on C(1-3vl)-PAG and C(1-3vl)-thalamic projecting cells, sheds a new light on the possible functions of C(1-3vl) cells. it might be that the C(1-3vl) cells with complex response properties and large receptive fields have a relay function similar to cells in the dorsal column nuclei, lateral cervical or central cervical nucleus. Other C(1-3vl) cells might receive somatic or visceral input that was never tested before, or perhaps other input, like vestibular information. It might also be that these cells project to the more caudal cord to modulate visceral input, with ascending collaterals to more rostrally, located structures, including mesencephalon and thalamus. (C) 2009 Elsevier B.V. All rights reserved.