During the last two decades, plastic reorganization of both sensory and motor representations in the adult central nervous system has been demonstrated following a large variety of manipulations, ranging from partial lesions of the sensory receptor surface to modifications in sensory experience (see /14/ for review). Yet, little is known about the neural circuit mechanisms underlying such reorganization process. Despite the difficulty in addressing this issue, recent studies have provided some insights into this fundamental question. Altogether, these studies suggest that the process of plastic reorganization is a system-wide phenomenon, involving both cortical and subcortical representations. Contrary to classical beliefs, recent work also suggests that the final outcome of the reorganization process is not necessarily beneficial, since it can lead to abnormal perceptual experiences /31/, such as the phantom limb sensation, and even pain /31,32/. In this review, we focus on recent insights into the possible circuit mechanisms underlying sensory plasticity and discuss the potential implications of these findings. We then present physiological evidence supporting the view that the process of plasticity observed at the cortical level may reflect simultaneous changes in many subcortical structures.