Electrical potentials were recorded from different levels within the skate retina. Comparing the adaptive properties of the various responses revealed that the isolated receptor potential and the S-potential always exhibited similar changes in sensitivity, and that the b-wave and ganglion-cell thresholds acted in concert. However, the two sets of responses behaved differently under certain conditions. For example, a dimly iluminated background that had no measurable effect on the senitivities of either of the distal responses, raised significantly the thresholds of both the b-wave and the ganglion cell responses. In addition, the rate of recovery during the early, "neural" phase of dark adaptation was significantly faster for the receptor and S-potentials than for the b-wave or ganglion cell discharge. These results indicate that there is an adaptive ("network") mechanism in the retina which can influence significantly b-wave and gaglion cell activity and which behaves independently of the receptors and horizontal cells. We conclude that visual adaptation in the skate retina is regulated by a combination of receptoral and network mechanisms.