An in vitro preparation consisting of the siphon, mantle, gill, and abdominal ganglion undergoes classical conditioning when a weak tactile stimulus (CS) applied to the siphon is paired with a strong tactile stimulus to the gill (UCS). When the stimuli are paired, the CS comes to evoke a gill withdrawal reflex (GWR) which increases in amplitude with training. Only when the stimuli are paired in a classical conditioning paradigm does the CS come to evoke a GWR. With classical conditioning training there is an alteration in the synaptic efficacy between central sensory neurons and central gill motor neurons. Moreover, these changes can be observed in sensory neurons not activated by the CS. The changes observed, as evidence by the number of action potentials evoked in the gill motor neuron do not completely parallel the observed behavioral changes. It is suggested that in addition to changes in the synaptic efficacy at the sensory-motor neuron synapse, other changes in neuronal activity occur at other loci which lead to the observed behavioral changes.