The purpose of the present study was to determine the numbers of descending brainstem projections to different levels of the spinal cord in normal larval sea lamprey (Petromyzon marinus) and to examine the restoration of these projections in animals 3-32 weeks after transection of the rostral spinal cord (approximately 10% of body length). In normal animals approximately 1,250, 900, and 825 brainstem neurons projected to 20%, 40%, and 60% of body length, respectively. Spinal projections originated from the diencephalon, mesencephalon, three rhombencephalic reticular nuclei, Müller and Mauthner neurons, and four cell groups in the caudal rhombencephalon. In spinal cord-transected animals the number of brainstem neurons projecting to 20% of body length increased with recovery time, and at 32 weeks post-transection the total number and distribution of brainstem neurons was not significantly different from normal animals. Brainstem projections first appeared at 40% of body length by 8 weeks post-transection, and were present at 60% of body length by 32 weeks post-transection. There was substantial restoration of brainstem projections to 40% of body length but limited restoration to 60% of body length. The approximately 50 brainstem neurons, including some Müller cells, that projected to 60% of body length at 32 weeks post-transection indicate that restoration of descending projections in excess of 50 mm can occur within the central nervous system of this vertebrate. These anatomical results are discussed in relation to the time course of recovery of locomotor function in spinal cord-transected lampreys.