In a lens barrel having an image pickup optical system including a first lens frame held movably in the optical axis direction for holding at least one lens and a second lens frame held movably in the optical axis direction for holding at least one lens, the first lens frame has a movable member which moves in the direction perpendicular to the optical axis in correspondence with the movement of the first lens frame in the optical axis direction, and has a cam connection with the second lens frame, thus the second lens frame moves in correspondence with the movement of the first lens frame in the optical axis direction.