Changes in the response of B-type photoreceptors to illumination were examined in the isolated nervous systems of Hermissenda following the conditioning procedures described in the preceding paper. Analysis of the transient peak amplitude of the depolarizing generator potential at the onset of two of the three light intensities used in the behavioral studies did not reveal an enhanced photoresponse to the light. However, when the activity of the same B-photoreceptors was examined after 5 min of continuous light, there was a significant decrease in the light-adapted discharge rate and a decreased generator potential amplitude in conditioned animals as compared to the random controls. An examination of the light adapted photoresponse in preparations where spike generation and synaptic interactions were eliminated showed that the decreased photoresponse of conditioned animals was due to factors that are intrinsic to the B-photoreceptors. These results are consistent with previous work suggesting that conditioning produces substantial adaptation effects in B-photoreceptors (Crow, T. (1982) Soc. Neurosci. Abstr. 8: 824). Since the cellular changes qualitatively follow the behavioral changes and are observed at times and light intensities that are similar to those where the suppression of phototactic behavior is expressed, phototactic suppression may be directly related to the changes in the B-photoreceptors and may not require the previously proposed complex network interactions within the eyes of Hermissenda.