We examined how several characteristics of cat retinal ganglion cells--receptive field size, spatial resolution, and centre-surround antagonism--change with background illumination. Spectral sensitivity was also measured to see how these changes depend on the rod-cone shift. The radius of the centre mechanism changed very little across the mesopic range. The absence of a change can be attributed to the connections rods make with cones, and to the small spatial spread of rods which connect to a cone. The highest spatial frequency to which a cell could respond dropped sharply with falling background illumination. This loss of spatial resolution is due partly to increasing receptive field size, and partly to loss of contrast gain. Centre-surround antagonism approached zero as background illumination fell. The loss of antagonism could have been due to either a change in the subtractive relationship between centre and surround, or due to a loss of surround strength relative to centre strength; the latter was shown to be the case.