1. After the intact compound eyes of the butterfly Papilio xuthus were adapted to darkness, white, blue (2 max 460 nm) or orange light (2 max 580 nm), the eyes were separated into the distal (primary pigment cells, the dioptric apparatus and ca. 30% of retinal tissue) and the proximal layers (the rest of the retinal tissues). Each layer was separated into a supernatant and a precipitate. Both in white and blue light-adapted eyes, the amount of 11-cis 3-hydroxyretinal increased in the supernatant of the distal layer (Sup-DL) much more than it did in dark-adapted eyes. No increase was observed in the Sup-DL of orange light-adapted eyes.2. When all-trans retinol (non-native chemical) was added to the Sup-DL, it was converted to all-trans retinal under the darkness, and to all-trans and l l-cis retinal by blue light irradiation. When all-trans retinal was added to the Sup-DL, the isomerization of all-trans retinal to 11-cis retinal was accelerated by the blue light.3. The Sup-DL was separated into ammonium sulfate soluble (AS-sup) and insoluble (AS-ppt) fractions. The AS-ppt fraction contained 3-hydroxyretinal but no 3hydroxyretinol. Blue light irradiation to the AS-ppt fraction induced an increase in 11-cis 3-hydroxyretinal, with a concomitant decrease in all-trans 3-hydroxyretinal.These results indicate that both the oxidation of all-trans 3-hydroxyretinol to all-trans 3-hydroxyretinal and the light-dependent isomerization of all-trans 3hydroxyretinal to 11-cis isomer take place in the tissues of the distal layer of the eyes.