The peduncle lobe of Octopus, a centre concerned with regulating motor behaviour primarily on the basis of visual cues, though it also receives a "labyrinthine" or statocyst input, has been examined for the first time in the electron microsope. In the lower part of the lobe, the basal zone, there are large "motor" cells up to 20 p m across with a rounded, pale nucleus and a large perikaryon; there are also smaller cells, 4-10 p m in diameter with a dark irregularlyshaped nucleus. The latter receive synapses from afferent fibres to the lobe, and those from the principal afferent source, the ipsilateral optic lobe, have been characterised as large terminals with many small clear vesicles. Other optico-peduncular afferents and the small-cell fibres themselves run directly up to the second part of the lobe, the peduncle spine, which contains exclusively small granular cells about 5 p m in diameter. The fibres of these spine cells form a conspicuous and characteristic array of parallel fibres in the neuropil and they bear a striking resemblance to those of vertebrate cerebellar granule cells: serial synaptic relays are present along their length. These findings, together with earlier evidence about the effects on motor behaviour of lesions to the lobe, suggest a close functional and morphological analogy to a folium of the vertebrate cerebellum. The hypothesis is discussed that parallel fibres, with their narrow diameter and hence long conduction time, are an essential feature of fine motor control systems, and that their primary function is one of providing critical time delays in the millisecond range.Cephalopods are large, actively-moving molluscs with a well-developed brain that has proved to be very useful for studying a variety of neurological problems (e.g., Young, '66). The ultrastructure of the brain, however, is comparatively poorly known and the only detailed study to date is that of Gray ('70) on the vertical lobe, an area concerned with learning and memory. This paper presents the t s of an ultrastructural investigation into the peduncle lobe, a part of the visuo-motor system (Messenger, '67a,b).The behaviour of cephalopods is largely visual, and they possess well-developed eyes, associated with which are large optic lobes ( fig. 1). Complex analysis of visual information takes place in the outer layers or deep retina of the optic lobes (Young, '62, '74). Deeper in the medulla of the optic lobes are neurons that send commands to motor centres in the central brain (the supra-oesophageal basal lobes and the sub-oesophageal magnocellular lobe) and thence to the muscles of the mantle, funnel, fins and arms in what appears to be an essentially hierarchical fashion (Boycott, '61; but see Young, '76). This hierarchy is apparent from the motor behaviour under direct electrical stimulation of the various lobes.Many of the neurons that influence the motor system do so indirectly by pathways that involve the paired peduncle lobes that lie on the optic tracts ( fig. 1). Each receives a visual input from secon...