Upper eyelid movements were conditioned in the alert cat to the presentation of either tones or short, weak air puffs applied to the ipsi- or contralateral cornea followed by an unconditioned stimulus consisting of a long, strong air puff applied to the ipsilateral cornea. Eyelid movements were measured with the search-coil technique. Electromyographs of the orbicularis oculi muscle were also recorded. Quantitative analysis of the latencies and topographic profiles of eyelid conditioned responses suggests that the primary site for their initiation is the brain stem reflex circuit involved, depending on the sensory modality of and on the side where the conditioning stimulus was applied. However, the kinematic of the conditioned response indicates that other neural structures are involved in its acquisition and consolidation.