Abstract. Our studies suggest that para'doxical sleep is a state in which the brainstem is in a functional mode normally associated with presentations of novel stimuli. Furthermore, the combination of atonia and an internal state of activation indicates sustained activity of a brainstem mechanism designed to dampen responses to sudden, novel stimuli in wakefulness lest the animal over react and run blindly into danger prior to stimulus analysis. This con~lusi~on stems from two sets of data. Studies of large-amplitude waves, which characteristically occur spontaneously just prior to and during paradoxical sleep, have demonstrated that the waves are signs of alerting. These waves, termed ponto-geniculooccipital (PGO) spikes, can be induced during both slow wave and paradoxical sleep by extennal stimuli at a threshold below actual arousal. Whenever cats are confronted with novel stimuli during wakefulness, eye movement potentials, which are recorded from the same sites as PGO spikes but differ from them in several characteristics, assume all the characteristics of PGO spikes. These observations indicate that the central nervous system during paradoxical sleep is in a "peculiar" state of activation which is not behaviorally expressed. Other experiments have focused on the muscle atonia of paradoxical sleep. Small, bilateral dorsolateral pontine tegmental lesions create the dramatic phenomenon of paradoxical sleep without atonia which is characterized as follows: After slow wave sleep, when paradoxical sleep with muscle atonia would