Batch gradient descent, ~w(t) = -7JdE/dw(t) , conver~es to a minimum of quadratic form with a time constant no better than '4Amax/ Amin where Amin and Amax are the minimum and maximum eigenvalues of the Hessian matrix of E with respect to w. It was recently shown that adding a momentum term ~w(t) = -7JdE/dw(t) + Q'~w(t - 1) improves this to ~ VAmax/ Amin, although only in the batch case. Here we show that secondorder momentum, ~w(t) = -7JdE/dw(t) + Q'~w(t -1) + (3~w(t - 2), can lower this no further. We then regard gradient descent with momentum as a dynamic system and explore a non quadratic error surface, showing that saturation of the error accounts for a variety of effects observed in simulations and justifies some popular heuristics.