Retrograde transport of horseradish peroxidase was used to determine the descending projections to the spinal cord in an otophysan fish, the channel catfish, Ictalurus punctatus. The majority of cells projecting to the spinal cord are located in the reticular formation, which is organized into rhombomeric segments. Vestibulospinal neurons are located in the descending, magnocellular, and tangential octaval nuclei, as well as in the medial octavolateralis nucleus of the lateral line system. Cells in the facial lobe project to the spinal cord. Additionally, axons of cells of the trigeminal system and the nucleus of the lateral lemniscus project caudally into the spinal cord. In the midbrain, descending spinal projections arise from cells of the medial longitudinal fasciculus and the red nucleus. More rostrally, cells of the ventrolateral thalamus, dorsal periventricular hypothalamus, central pretectal and magnocellular preoptic nuclei also project to the cord. The results of this study indicate that there are a number of homologies in the descending systems of bony fishes and other vertebrate taxa, including tetrapods. We also provide further evidence that a red nucleus is present in the brains of bony fishes and is therefore a primitive vertebrate character antedating the evolution of tetrapods. Anat.