The basal forebrain (BF) plays an important role in modulating cortical activity and facilitating processes of attention, learning, and memory. This role is subserved by cholinergic neurons but also requires the participation of other noncholinergic neurons. Noncholinergic neurons include ␥-amino butyric acidergic (GABAergic) neurons, some of which project in parallel with the cholinergic cells to the cerebral cortex, others of which project caudally or locally. With the original aim of distinguishing different subgroups of GABAergic neurons, we examined immunostaining for the calcium binding proteins (CBPs) parvalbumin (Parv), calbindin (Calb), and calretinin (Calret) in the rat. Although the CBP ϩ cell groups were distributed in a coextensive manner with the GABAergic cells, they were collectively more numerous. Of cells retrogradely labeled with cholera toxin (CT) from the prefrontal or parietal cortex, Parv ϩ and Calb ϩ cells, but not Calret ϩ cells, represented substantial proportions (ϳ35-45% each) that collectively were greater than that of GABAergic projection neurons. From dual immunostaining for the CBPs and glutamic acid decarboxylase (GAD), it appeared that the vast majority (Ͼ90%) of the Parv ϩ group was GAD ϩ , whereas only a small minority (Ͻ10%) of the Calb ϩ or Calret ϩ group was GAD ϩ . Significant proportions of Calb ϩ (Ͼ40%) and Calret ϩ (Ͼ80%) neurons were immunopositive for phosphate-activated glutaminase, the synthetic enzyme for transmitter glutamate. The results suggested that, whereas Calret ϩ cells predominantly comprise caudally or locally projecting, possibly glutamatergic BF neurons, Parv ϩ cells likely comprise the cortically projecting GABAergic BF neurons and Calb ϩ cells the cortically projecting, possibly glutamatergic BF neurons that would collectively participate with the cholinergic cells in the modulation of cortical activity.