The structure and connectivity of the basal nucleus of Meynert, the substantia innominata in which it lies, and certain related areas have been examined in New World and Old World Monkeys, using retrograde and anterograde axonal transport methods. Experiments using the retrograde, horseradish peroxidase method confirm the observations of Kievet and Kuypers ('75) that the basal nucleus and substantia innominata project directly, heavily and with a somewhat crude topography upon the neocortex. Experiments involving the anterograde, autoradiographic method show that the basal nucleus and substantia innominata form part of a complex pathway that links them together with the lateral hypothalamus, certain parts of the amygdala and the peripeduncular nucleus of the midbrain. The peripeduncular nucleus is often regarded as a part of the central auditory pathway; it gives rise to a fiber bundle of considerable size that ascends on the dorsal surface of the ipsilateral optic tract and terminates ultimately in the lateral hypothalamic area of both sides. As well as distributing fibers to the basal nucleus, substantia innominata and lateral hypothalamus, this pathway provides a heavy projection to a cytoarchitectonically distinct posterior part of the lateral nucleus of the amygdala, the medial and intercalated nuclei of the amygdala and a less dense projection to the bed nucleus of the stria terminalis. Certain parts of the hypothalamus and possibly the preoptic areas give rise to a complementary descending pathway that distributes fibers to the ipsilateral basal nucleus, substantia innominata and amygdala, and ends in the peripeduncular nuclei of both sides. Decussating fibers in both the ascending and descending pathways cross in the ventral supraoptic commissure. It is concluded that the basal nucleus should include most of the aggregated and unaggregated large cells that lie in the substantia innominata and which in places intrude upon the preoptic regions and the nucleus of the diagonal band of Broca. Together, these may form a complex that receives inputs from a variety of brainstem sources, and projects widely and diffusely upon all cortical structures of the telencephalon.