Cellular correlates of classical conditioning were examined in two recently identified light responsive pedal neurons. The correlates of conditioning consisted of significant decreases in the pedal cells' responses to light (conditioned stimulus) recorded from conditioned animals compared to random controls. Pedal cell P7, which exhibits an inhibitory response to light in naive animals, showed significantly less inhibition during a 5 min light step in conditioned animals as compared to random controls. Pedal neuron P9, which exhibits an excitatory response to light in naive animals, showed significantly less excitation during a 10 s light step in conditioned animals as compared to random controls. The changes in the response to light recorded from pedal neurons P7 and P9 in conditioned animals were not accompanied by any significant changes in membrane potential, action potential amplitude or dark-adapted spike frequency.