Neural responses in the visual system are usually not purely visual but depend on behavioural and internal states such as arousal. This dependence is seen both in primary visual cortex (V1) and in subcortical brain structures receiving direct retinal input. In this talk, I will show that modulation by behavioural state arises as early as in the output of the retina.To measure retinal activity in the awake, intact brain, we imaged the synaptic boutons of retinal axons in the superficial superior colliculus (sSC) of mice. The activity of about half of the boutons depended not only on vision but also on running speed and pupil size, regardless of retinal illumination. Arousal typically reduced the boutons’ visual responses to preferred direction and their selectivity for direction and orientation.Arousal may affect activity in retinal boutons by presynaptic neuromodulation. To test whether the effects of arousal occur already in the retina, we recorded from retinal axons in the optic tract. We found that, in darkness, more than one third of the recorded axons was significantly correlated with running speed. Arousal had similar effects postsynaptically, in sSC neurons, independent of activity in V1, the other main source of visual inputs to colliculus. Optogenetic inactivation of V1 generally decreased activity in collicular neurons but did not diminish the effects of arousal. These results indicate that arousal modulates activity at every stage of the visual system. In the future, we will study the purpose and the underlying mechanisms of behavioural modulation in the early visual system