The branchial plumes of Chromodoris respond, by contraction, to a decrease in light intensity. This response is obliterated by high temperatures (above 32°) and by direct sunlight, and is possible only within a limited range of alkalinity of the sea water. A concealing retraction of the whole gill-crown is reflexly determined by the self-contraction of the individual plumes under "optimal" conditions of light, temperature, and alkalinity. This protective response of the branchiæ is superimposed upon their simple system of fundamental activities (protrusion, retraction) apparently concerned with regulating the respiratory exchange of the nudibranch.