The optic lobes provide a system for coding the visual input, for storing a record of it and for decoding to produce particular motor responses. There are at least three types of optic nerve fibre, ending at different depths in the layered dendritic systems of the plexiform zone. Here the optic nerve fibres meet the branches of at least four types of cell. (1) Centripetal cells passing excitation inwards. The dendrites of these are very long, with fields orientated more often in horizontal and vertical than in other directions. (2) Numerous amacrine cells, with cone-shaped dendritic fields but no determinable axon. (3) Centrifugal cells conducting back to the retina. (4) Commissural fibres from the opposite optic lobe, and other afferents. After section of the optic nerves the plexiform layer of the corresponding part of the optic lobe becomes reduced, but the tangential layers of dendrites remain. There is a reduction in the thickness of the layers of amacrine and other cells and a shrinkage of the whole lobe. Conversely the tangential layers can be degenerated, leaving the optic nerve fibres, by severing the arteries to the optic lobe. The centre of the optic lobe contains cells with spreading dendritic trees of many forms. Some run mainly tangentially, others are radial cones. Those towards the centre send axons to the optic tract. Small multipolar cells accompany the large neurons of the cell islands. About 2 x 10<latex>$^7$</latex> optic nerve fibres visible with the light microscope enter the lobes but only 0<latex>$\cdot$</latex>5 x 10<latex>$^6$</latex>, or less, leave in the optic tract, these being distributed to some ten centres in the supraoesophageal lobes. It is suggested that the variety of shapes of the dendritic trees within the optic lobes provides the elements of the coding system by which visual input is classified.