A well-marked hierarchy of centres can be recognized within the suboesophageal lobes and ganglia of the arms. The inputs and outputs of each lobe are described. There are sets of motoneurons and intermediate motor centres, which can be activated either from the periphery or from above. They mostly do not send fibres up to the optic or higher motor centres. However, there is a large set of fibres running from the magnocellular lobe to all the basal supraoesophageal lobes. The centre for control of the four eye-muscle nerves in the anterior lateral pedal lobe receives many fibres direct from the statocyst and from the peduncle and basal lobes, but none direct from the optic lobe. The posterior lateral pedal is a backward continuation of the oculomotor centre, containing large cells that may be concerned in initiating attacks by the tentacles. An intermediate motor centre in the posterior pedal lobe probably controls steering. It sends fibres to the funnel and head retractors, and by both direct and interrupted pathways to the fin lobe. It receives fibres from the crista nerve and basal lobes, but none direct from the optic lobe. The jet control centre of the ventral magnocellular lobe receives fibres from the statocyst and skin and also from the optic and basal lobes. Some of these last also give extensive branches throughout the palliovisceral lobes. The branching patterns of the dendritic collaterals differ in the various lobes. Some estimates are given of the numbers of synaptic points. The dendritic collaterals of the motoneurons spread through large volumes of neuropil and they overlap. The incoming fibres spread widely and each presumably activates many motoneurons either together or serially. Many of the lobes contain numerous microneurons with short trunks restricted to the lobe, but there are none of these cells in the chromatophore lobes or fin lobes. The microneurons have only few dendritic collaterals, in contrast to the numerous ones on the nearby motoneurons.