Abstract.Both this paper and Chain recurrence and attraction in noncompact spaces, [Ergodic Theory Dynamical Systems (to appear)] are concerned with the question of extending certain results obtained by C. Conley for dynamical systems on compact spaces to systems on arbitrary metric spaces. The basic result is the analogue of Conley's theorem that characterizes the chain recurrent set of / in terms of the attractors of / and their basins of attraction. The point of view taken in the above-mentioned paper was that the given metric was of primary importance rather than the topology that it generated. The purpose of this note is to give results that depend on the topology induced by a metric rather than on the particular choice of the metric.The goal of this paper is to extend a theorem of C. Conley from the setting of dynamical systems on compact metric spaces to metric spaces that are only locally compact. Conley's result connects the chain recurrent set of / with the collection of attractors and basins of attraction of /, as follows:Theorem (Conley). If X is a compact metric space and f: X -> X is continuous, then the chain recurrent set of f is the complement of the union of the sets B(A)-A, as A varies over the collection of attractors of f ; here B(A) denotes the basin of attraction of A (the set of points whose omega-limit sets lie in A).Definitions are given in the next section. An earlier paper [7] described one extension of Conley's theorem to the noncompact case. In [7] it was assumed that the distances defined by the given metric on X were themselves important; as a consequence some of the dynamical structures (the analogues of the chain recurrent set and of attractors and their basins) could change if the metric was changed-even if the new metric induced the same topology as the old. There are circumstances where this point of view is appropriate (see [8]), but in general it is preferable to have a theory in which the dynamical structures are invariant under changes of metric (or equivalently, under topological conjugacies). Describing such a theory is the main goal of this paper. There are two main results. The first is the counterpart of Conley's theorem, and the second is the existence of global Lyapunov functions in the case that X is second countable (which is also a generalization of a theorem of Conley).The approach taken in this paper was suggested by John Franks and the author benefitted from conversations with him. Part of the motivation for