The cytoarchitecture of the bed nuclei of the stria terminalis (BST) in the adult male rat was examined in the three standard planes of section, and the results were compared with the distribution of immunohistochemical staining for a variety of neuropeptides in a companion paper (Ju et al.: J. Comp. Neurol. 280:603–621, '89). It is clear that the BST is an extremely complex mass of gray matter that can be parcellated most clearly into anterior and posterior divisions, which are separated by a more-or-less vertical septum of fibers associated with the stria terminalis. The anterior division can be further parcellated into dorsal, lateral, and ventral areas, and each of these areas, along with the posterior division, can be thought of as containing more-or-less discrete nuclei embedded within a relatively undifferentiated region. Thus, we have recognized a central core in the anterodorsal area; oval, juxtacapsular, and rhomboid nuclei in the anterolateral area; and fusiform, dorsomedial, dorsolateral, magnocellular, and ventral nuclei in the anteroventral area. The most obvious cell groups in the posterior division include the principal, interfascicular, transverse, premedullary, and dorsal nuclei. Problems associated with defining the limits of the BST, and with comparing our results with the earlier literature, are discussed.