The overall pattern of c-fos immunoreactivity was studied in the brainstem and spinal cord of cats subjected to moderate hypoxia or hypercapnia. In control cats (normoxic, normocapnic), c-fos was expressed mainly in pontine and periaqueductal grey but not in brainstem structures engaged in respiratory control nor in the spinal cord. Both hypoxia and hypercapnia induced c-fos expression in the parabrachial area (pneumotaxic center). In the retrotrapezoid nucleus, a structure involved in respiratory rhythmogenesis and chemoreception, immunoreactivity was detected in hypoxic but not in hypercapnic cats. Neurons in the nucleus raphe pallidus preferentially expressed c-fos in response to hypercapnia. Labelled neurons were concentrated in the dorsal and gelatinosus subnuclei of the solitary tract following hypoxia and hypercapnia, respectively. Our data suggest that some neurons that express c-fos in hypoxic or hypercapnic cats may be involved in coordination of cardiovascular and respiratory function.