Sergei Eisenstein is considered one of the most influential film makers and film theoreticians of our time. His Methods of Montage (“The Intellectual Cinema”) is widely known, and probably mentioned in every major film theoretical publication. In this paper I try to demonstrate and explain how Eisenstein uses the close-up in his film OCTOBER 1917 (1928). The primary purpose of this study is to describe how the close-up “works” in his two major montage groups: “The Narrative Montage” and “Montage of Formality”. This paper also contains a short summary of Eisenstein’s Methods of Montage and his “conflict theories”.