1. The electrical properties of horizontal cells in the mudpuppy in light and dark were measured with a pair of micropipettes separated by about 1 mum with low coupling resistance so that no bridge circuitry was required. 2. All horizontal cells studied showed significant anomalous rectification: the current-voltage characteristic for about 60 per cent of the cells studied had a slope resistance of about 20-30 M omega at the dark potential level; the slope resistance increased by about 15% for each 10 mV depolarization and decreased by about 15% for each 10 mV hyperpolarization. The remaining 40% of the horizontal cells showed a higher input resistance at corresponding potential levels but had similar rectifying properties. 3. The increase in resistance with depolrization developed with a time course of about 1/2 sec when steady steps of outward current were passed across the membrane, but the time course for resistance decrease with hyperpolarization was much shorter for steady inward current steps. In about half the horizontal cells there was a transient decrease in resistance lasting about 100 msec immediately following the outward current steps superimposed upon the slower sustained resistance increase. 4. The normal 20-30 mV hyperpolarizing light response was associated with little or no change in input resistance. However, if the membrane potential was held at the dark potential level with extrinsic current, thereby eliminating the potential-dependent resistance change, a light-elicited resistance increase of about 10 M omega was measured. 5. The time-dependent change in membrane resistance elicited by polarizing steps of current obscured the reversal potential for the response. However, when the reversal potential was measured at short times following polarization of the membrane, before the time-dependent resistance change developed, it was estimated at between +15 and +50 m V. 6. The results suggest that the horizontal cell response is mediated by a light-elicited resistance increase at the synaptic membrane which is obscured by a potential- and time-dependent resistance decrease at another part of the membrane.