A comparative anatomical and behavioral approach was used to elucidate the role of medullary networks associated with Mauthner cells (M-cells) in determining the type of fast startle responses of elongate bony fish with an anguilliform type of locomotion. The M-cell initiates fast startle responses in goldfish and is thought to initiate such responses in other fish as well [Wilson, 1959; Eaton et al., 1977; Currie and Carlsen, 1987; Currie, 1991]. Goldfish M-cells have a specialized structure, termed an axon cap, that surrounds their axon hillock-initial segment region and is critical for the control of M-cell excitability. The M-cell axon cap is present in some elongate fish such as the African lungfish (Protopterus, Lepidosireniformes) and absent in others such as the American eel (Anguilla, Anguilliformes). The lungfish startle response is characterized by a rotation of the head and upper trunk, similar to the initial phase of the goldfish (Carassius, Cypriniformes) startle response. The American eel, on the other hand, displays a withdrawal-type startle response. We hypothesize that the withdrawal-type startle response of the American eel results from the absence of inhibitory networks associated with the M-cell axon cap. The correlation of the absence of an axon cap and a withdrawal-type startle response may be a general feature of all Anguilliformes and elongate ray-finned fish with an anguilliform type of locomotion.