1. To account for the similarity in the kinetics of habituation between the central and peripheral components of siphon withdrawal, we have tested the idea (52) that each centrally located mechanoreceptor sensory neuron sends two branches to siphon motor neurons; one to centrally located siphon motor neurons and a collateral branch that remains in the periphery and innervates the peripheral siphon motor neurons. 2. We have found a group of peripheral siphon motor neurons and tested the connection onto these cells by central mechanoreceptors. In addition, we have defined by various electrophysiological and morphological criteria two general classes of peripheral neurons that lie along the course of the siphon nerve. 3. One class (type I) consists of only a single cell in each animal. This peripheral neuron typically has the largest cell body found lying along the siphon nerve and is the only peripheral nerve cell that appears white when viewed under epi-illumination. The type I neuron often has a highly regular firing pattern, which occurs in the absence of spontaneous synaptic input. The three-dimensional morphology of this neuron suggests a paucity of fine processes, most of which do not arborize and may terminate in the connective tissue sheath. Fine structural observations of the peripheral white cell have revealed the presence of large densecore granules. The peripheral type I neuron is similar in most of its electrophysiological and morphological properties to central neurons postulated to be neurosecretory. The peripheral white cell is, at present, the only peripheral neuron we can identify with certainty as a unique individual. 4. The second class (type II) of peripheral neurons are siphon motor neurons for the peripheral component of the siphon-withdrawal reflex. In contrast to the type I neurons, members of the second class of peripheral neurons possess smaller, more spherical cell bodies that have varying amounts of orange pigmentation and which give rise to a relatively well-developed and arborized dendritic tree. Type II neurons feature an irregular spontaneous firing pattern that is occasionally modulated by a rich spontaneous synaptic input. Peripheral siphon motor neurons have restricted motor fields that produce contraction of the mantle floor and the base of the siphon. Most of the type II neurons were found to be electrically coupled to one another. 5. The peripheral siphon motor neurons resemble the central siphon motor neurons in that they receive a collateral synapse from centrally located mechanoreceptor sensory neurons. This peripheral sensory-to-motor synapse exhibits the same kinetics of decrement as its central counterpart, both of which parallel behavioral habituation. 6. The rich mechanoreceptor input onto the relatively isolated dendritic trees of the peripheral siphon motor neurons provide a uniquely restricted neuropil to study the sensory-to-motor synapse. The peripheral motor neurons may, therefore, be a useful simple preparation for the cellular study of behavioral plasticity.