Eight subjects each spent 2 nights in the sleep laboratory during which electrodermal activity (EDA) was recorded in addition to standard sleep monitoring. On the experimental night, following an adaptation night, subjects were awakened four times from REM sleep: in the presence of phasic EDA and eye movements; in the presence of phasic EDA without eye movements; in the presence of eye movements without phasic EDA; and in the absence of both eye movements and phasic EDA. Detailed mentation reports were obtained, coded, and rated on scales of emotionality and bizarreness. EDA was found to be associated with bizarre mentation. Implications for the study of nocturnal phasic activity in general and for the study of EDA are discussed. An improved circuit for the long-term recording of EDA is described in sufficient detail to allow its duplication.