Decades of research have implicated the ventral tegmental area (VTA) in motivation, 1 reinforcement learning and reward processing. We and others recently demonstrated that 2 it also serves as an important node in sleep/wake circuitry. Specifically, VTA-3 dopaminergic neuron activation is sufficient to drive wakefulness and necessary for the 4 maintenance of wakefulness. However, the role of VTA gamma-aminobutyric acid 5 (GABA)-expressing neurons in arousal regulation is not fully understood. It is still unclear 6 whether VTA-GABAergic neurons predictably alter their firing properties across arousal 7 states, what is the nature of interactions between VTA-GABAergic activity and cortical 8 neural oscillations, and how activity in VTA-GABAergic neurons relates to VTA-9 dopaminergic neurons in the context of sleep/wake regulation. To address these 10 questions, we simultaneously recorded population activity from VTA-GABAergic or VTA-11 dopaminergic neurons and EEG/EMG signals during spontaneous sleep/wake states and 12in the presence of salient stimuli in freely-behaving male mice. We observed that VTA-13GABAergic neurons exhibit robust arousal-state-dependent alterations in population 14 activity, with high activity and calcium transients during wakefulness and rapid-eye-15 movement (REM) sleep compared to non-REM (NREM) sleep. During wakefulness, 16 population activity of VTA-GABAergic neurons, but not VTA-dopaminergic neurons, was 17 positively correlated with EEG gamma power and negatively correlated with EEG theta 18 power. During NREM sleep, population activity in both VTA-GABAergic and VTA-19 dopaminergic neurons negatively correlated with delta, theta, and sigma EEG power 20 bands. Salient stimuli, with both positive and negative valence, activated VTA-GABAergic 21 neurons. The strongest activation was observed for social stimuli irrespective of valence. 22Furthermore, neuronal activity in VTA-GABAergic neurons is correlated with high 38 frequency, low amplitude cortical oscillations during waking, but negatively correlated with 39 high amplitude slower frequency oscillations during NREM sleep. Our results 40 demonstrate that VTA-GABAergic neuronal activity is tightly linked to cortical arousal and 41 highlight this population as a potential important node in sleep/wake regulation. 42