In a semi-intact preparation of Aplysia californica Cooper, classical conditioning training leads to changes in the synaptic strength at the sensory-motor neurone synapse. However, these changes are neither necessary nor sufficient to bring about the observed behavioural changes of the gill withdrawal reflex. We therefore tested whether the ability of a gill motor neurone to elicit a gill withdrawal response was altered following classical conditioning training of the reflex. We found that following classical conditioning training, the ability of a gill motor neurone to elicit a gill withdrawal response was significantly potentiated. In addition, in control preparations which did not receive classical conditioning training, the ability of a gill motor neurone to elicit a gill response was decreased. Thus, associative learning of this reflex appears to involve alteration in neuronal activity at loci distal to the sensory-motor neurone synapse.