1. The Retzius cells (RCs) project an axonal branch in each anterior, posterior and dorsal segmental root. 2. RCs are the only serotonin-containing neurons projecting to the periphery. 3. RCs are activated by mechano-sensory neurons, by serotonin-containing neurons and by two pairs of subesophageal neurons, Tr 1 and Tr 2. 4. RCs also receive an excitatory and an inhibitory input from sensilla. 5. These inputs could form two systems, one converging onto RCs of each ganglion and one distributing to other ganglia after processing by RCs. 6. RCs play a role in muscle tension, in mucous release and in swimming activity.