The projections from the cochlear nucleus to the lateral and medial superior olivary nuclei were studied in the cat by use of retrograde transport of horseradish peroxidase to demonstrate the connections. The medial superior olivary nucleus receives input only from the anterior and posterodorsal subdivisions of the anterior division of the anteroventral cochlear nucleus (AA and APD, respectively; Brawer, Morest, and Kane: J. Comp. Neurol. 155: 251-300, 1974). These two subdivisions are populated almost exclusively by spherical bushy cells. Like the medial superior olivary nucleus, the lateral superior olivary nucleus receives inputs from AA and APD. In addition, the lateral superior olivary nucleus receives projections from the posterior subdivision (AP) of the anterior division and also from the posterior division of the anteroventral cochlear nucleus. The projections to the medial superior olivary nucleus are bilateral, whereas the projections to the lateral superior olivary nucleus are almost entirely ipsilateral. One implication of the results is that the medial superior olivary nucleus receives inputs from only one cell type--the spherical bushy cell--but that, at the least, two cell types project to the lateral superior olivary nucleus. Both the olivary nuclei receive input from most, if not all, of the dorsoventral extent of the anteroventral cochlear nucleus, implying that both receive input from neurons arrayed across the entire frequency representation of the anteroventral cochlear nucleus. All of the projections appear to be organized topographically such that frequency representation is preserved.