Hypoxia causes apnea and postural muscle hypotonia in fetal sheep, a response thought to arise by descending inhibition from a group of lateral pontine neurons that express FOS protein after hypoxia. To determine the neurochemical phenotype, and whether these neurons project to the cervical spinal cord, the retrograde tracer CTB-gold was injected into the C5-C8 ventral horn of four fetal sheep at 110 days gestation. Then, at 135 days each fetus was made hypoxic for 2 h by allowing the mother to breathe 7-8% O2. Immunocytochemistry showed that FOS-positive neurons in the subcoeruleus and Kolliker-Fuse regions of the pons were catecholaminergic, but not cholinergic or GABAergic, and a proportion of them contained CTB-gold particles, indicating direct connection with the cervical spinal cord. We suggest that these pontine neurons inhibit respiratory and postural muscle activities during hypoxia in fetal sheep.