Three interrelated pallial areas mediate behaviors reflective of the cognitive and emotional aspects of the teleost mind. The dorsocentral area (Dc) has specific associations with both of the other pallial areas and projects to major lower sensorimotor centers. While Dc generally functions as an output or modulatory component of the pallium, it probably also has integrative features important for certain behaviors. The dorsolateral region (Dl) has dorsal (Dld) and ventral (Dlv) divisions. In association with the dorsal part of Dc, Dld processes visual information via a ‘tectal loop' which is hypertrophied in certain coral reef species. The region also receives afferents related to other modalities. Functionally, Dld resembles the tetrapod sensory neocortex. Anatomical and behavioral data (i.e. involvement in spatial and temporal learning) strongly suggest that Dlv is homologous to the tetrapod hippocampus. The dorsal part of the dorsomedial area (Dmd) processes acoustic, lateral line, gustatory, and multimodal information. It has reciprocal connections with Dld such that the Dmd and Dld together can be considered the teleost nonolfactory ‘sensory pallium'. Behavioral studies indicate that Dmd creates the ‘fear' necessary for defense/escape and avoidance behaviors and controls several components of species-typical sexual and aggressive behavior (responsiveness, behavioral sequencing, and aspects of social cognition). While the functional results generally support the anatomical evidence that Dmd is homologous to the tetrapod amygdala, a case can also be made that Dmd has ‘sensory neocortex-like' features. Understanding the interrelationships of Dl, Dmd, and Dc seems a necessary ‘next step' in the identification of the neural processes responsible for mental experiences such as those of a unified sensory experience (Umwelt) or of feelings of discomfort versus well- being.