1. Ganglion cells of the myenteric plexus of the guinea-pig ileum have been studied with intracellular micro-electrodes.2. Three types of cell were distinguished. Type 1 cells had a high resistance (58 MOmega) and had properties similar to guinea-pig sympathetic ganglion cells. Type 2 cells were also excitable but had a lower resistance (21 MOmega) and showed accommodation to depolarizing current pulses. Type 3 cells were inexcitable.3. Point stimulation within 150 mum excited neurones either antidromically or orthodromically, sometimes both.4. Antidromic responses had a small all-or-nothing component which was subthreshold for the soma spike. Two or more such components sometimes occurred, and were probably due to stimulation of two or more cell processes.5. Excitatory post-synaptic potentials (e.p.s.p.s) were blocked by hexamethonium (400 muM). They progressively declined in amplitude when elicited at frequencies of 0.05 Hz or more, and this is discussed in relation to studies on acetylcholine (ACh) output.6. Many cells often showed a slow after-hyperpolarization following a direct or antidromic spike. Its mechanism and significance are discussed.7. Spontaneous e.p.s.p.s and spikes were occasionally seen.8. Intracellular injection of a fluorescent dye reveals that the neurones have one to seven processes, which usually arise from the poles of the oval soma.