In this review, we compare the current understanding of visuo-vestibular conditioning in Hermissenda crassicornis and Lymnaea stagnalis on the basis of behavioral, electrophysiologic, and morphologic studies. Paired presentation of a photic conditioned stimulus (CS) and an orbital rotation unconditioned stimulus (US) results in conditioned escape behavior in both species. In Hermissenda, changes in excitability of type B photoreceptors and morphologic modifications at the axon terminals follow conditioning. Caudal hair cells, which detect mechanical turbulence, have reciprocal inhibition with type B photoreceptors. In Lymnaea, the interaction between photoreceptors and hair cells is dependent on statocyst location. Furthermore, the organization of the Lymnaea eye is complex, with more than 100 photoreceptors distributed in a uniquely folded retina. Although the optimal conditions to produce long-term memory (memory persistent for >1 week) are almost identical in Hermissenda and Lymnaea, physiologic and morphologic differences suggest that the neuronal mechanisms underlying learning and memory are distinct.