A multielectrode array system has been developed to study how the retina processes and encodes visual images. This system can simultaneously record the extracellular electrical activity from hundreds of retinal output neurons as a dynamic visual image is focused on the input neurons. The retinal output signals detected can be correlated with the visual input to study the neural code used by the eye to send information about the visual world to the brain. The system consists of the following components: 1) a 32 × 16 rectangular array of 512 planar microelectrodes with a sensitive area of 1.7 mm2; the electrode spacing is 60 μm and the electrode diameter is 5 μm (hexagonal arrays with 519 electrodes are under development); 2) eight 64-channel custom-designed integrated circuits to platinize the electrodes and ac couple the signals; 3) eight 64-channel integrated circuits to amplify, band-pass filter, and analog multiplex the signals; 4) a data acquisition system; and 5) data processing software. This paper will describe the design of the system, the experimental and data analysis techniques, and some first results with live retina. The system is based on techniques and expertise acquired in the development of silicon microstrip detectors for high-energy physics experiments.