Cumulative depolarization of Hermissenda type B photoreceptors, a short-term neural correlate of associative learning, was produced by simulating associative training in the isolated nervous system (in vitro conditioning). This simulation entailed stimulation and recording from three classes of neurons normally affected by the associative training procedure: a type B photoreceptor, the silent/excitatory (S/E) optic ganglion cell, and a statocyst caudal hair cell. Exposure of the isolated nervous system to five simultaneous pairings of light and current-induced impulse activity of the caudal hair cell resulted in an average 10-mV depolarization of type B cells. Cumulative depolarization was found to be pairing specific, to occur with a minimal number of training trials, and was paralleled by short-term pairing-specific changes in phototactic behavior for the intact animal. Two important determinants of cumulative depolarization were found to be the magnitude and duration of the long-lasting depolarization (LLD) response of type B cells to light, and a pairing-specific synaptic facilitation of the LLD response. The synaptic facilitation arose from two distinct sources: increased excitatory postsynaptic potential (EPSP) feedback on B cells following light and caudal hair cell stimulation pairings, and disinhibition of the type B photoreceptor following pairings. The S/E optic ganglion cell was found to be a potent regulator of B cell EPSPs. Cumulative depolarization was substantially reduced when the S/E cell was hyperpolarized throughout the course of pairings. Conversely, pairings of light with depolarizing current stimulation of the S/E cell were sufficient to produce cumulative depolarization of B cells. Precluding disinhibition of the B cell from the caudal hair cell was also found to attenuate cumulative depolarization. Additional constraints, inherent to the neural organization of the visual and statocyst neural systems were found to further limit the degree of cumulative depolarization. Among the most important of these were the interpairing interval and light intensity. Exposure of intact animals of five pairings of light and rotation resulted in short-term suppression of phototactic behavior. Like the cumulative depolarization of B cells with in vitro conditioning procedures, these changes were relatively pairing specific and persisted for comparable durations of time. Cumulative depolarization of B cells appears to be an important initial step in the production of long-term associative neural and behavioral changes in Hermissenda.