In the course of studying proteins involved in long-term facilitation in Aplysia, we found that 5-HT and cAMP, a second messenger activated by 5-HT, lead to the removal of a set of N-CAM-related cell adhesion molecules (apCAMs) from the surface membrane of sensory neurons by means of receptor-mediated endocytosis. Here we describe that, as part of this coordinated program for endocytosis, 5-HT and cAMP also induce in the sensory neurons an increase in the density of coated pits and coated vesicles and an increase in the expression of the light chain of Aplysia clathrin (apClathrin). The clathrin-related endocytosis seems designed to internalize and redistribute apCAMs and other surface membrane proteins in the sensory neurons, and thus it appears to constitute one of the initial steps in the growth of new synaptic connections that accompanies long-term facilitation.