ABSTRACT. – Cephalopods provide excellent model species for behavioral research; their large and complex nervous systems, coupled with their phylogenetic distance from vertebrates, allow for particularly interesting comparative investigations. The literature on cephalopod behavior and neurobiology is substantial; fortunately, there are several excellent books for the interested reader. Starting a cephalopod laboratory can be daunting, nonetheless. Previously published reviews address marine system requirements and animal health and welfare. Here, some of the behavioral propensities of octopuses and cuttlefish that influence housing and experimental design are discussed, with particular reference to Octopus bimaculoides and Sepia officinalis.