The relative sizes of 30 lobes of the brains of 63 species of cephalopods have been compared. Some of the observed differences could be related to the way of life of the animal and others to the taxonomic relationships. The octopods are separated from the decapods by their larger brachial and other suboesophageal lobes, larger inferior frontal systems and smaller optic lobes. Vampyroteulhis lies somewhat between these two main groups. The vertical lobe system is large in sepioids and loliginids, smaller in decapods from deeper water, but large in Vampyroteuthis. In octopods, it is large in the typical epibenthic forms but smaller in those from deeper water and very small in cirrates. The inferior frontal system is very large in epibenthic octopods and Benthoctopus and in cirrates, but smaller in epipelagic and bathypelagic forms. The optic lobes are larger in decapods than in octopods from comparable depths and are especially large in deep-sea decapods. They are larger in epipelagic octopods than in the typical benthic forms. The photosensitive vesicles vary by nearly two orders of magnitude. They are very small in squids living in surface waters, larger in mesopelagic forms and enormous in some cranchiids and in Balhyteuthis. In Histioteulhis, the side with the larger eye had an optic lobe twice as big as that on the side of the smaller eye, but with only slight differences in other parts of the brain. In the octopods, the inferior frontal system was generally large, being concerned with the tactile memory system, and tends to be inversely related to the size of the optic lobe.