Neurofibrillar staining methods were found to stain all alpha cells of the cat retina completely, that is the perikaryon, the axon and the dendritic branches. The dendrites of the alpha cells in vertical sections were found to be unistratified and to occupy two narrow strata in the outer half of the inner plexiform layer. This difference in branching level could also be observed in whole-mount preparations and it has been demonstrated in the preceding paper (Peichl & Wässle 1981) that it corresponds to the physiological on-off dichotomy. Thus the topographical distribution of on- and off-alpha cells could be studied. They are found to occur in about equal numbers. Both on- and off-alpha cell perikarya form a regular lattice and both lattices are superimposed independently. The dendritic branches of neighbouring alpha cells overlap and each retinal point is covered by the dendritic field of at least one on- and one off-alpha cell. The dendritic trees of on-alpha cells seem to have more small branches and are on the average smaller than those of off-alpha cells. The density of alpha cells was found to peak in the central area whence it continuously decreased towards the retinal periphery.