1. Analyses were made of the K and HCO 3 content, the irritability, and weight change of isolated frog sartorius muscles after immersion for 5 hours in Ringer's solutions modified as to pH and potassium content. 2. At each pH a concentration of potassium in the solution was found which was in diffusion equilibrium with the potassium in the muscle. In greater concentrations potassium moved into the muscle against the concentration gradient and vice versa . 3. The greater the alkalinity of the solution the smaller the concentration of the potassium at equilibrium so that the product of the concentrations of OH and K in the solution at equilibrium tends to remain approximately constant. 4. The pH inside the muscle is approximately equal to that outside when first dissected but it tends to change during immersion so as to follow the changes in the pH of the solution. This finding is in direct conflict with the theory according to which the high potassium concentration inside should be accompanied by an equally high hydrogen ion concentration in relation to that outside. 5. The diffusion of potassium into the muscle makes its contents more alkaline but the increase in alkalinity is not always, nor usually, equivalent to the amount of potassium which has diffused and conversely, the pH inside can change in either direction according to the pH outside without there being any diffusion of potassium. Hence potassium is not the only penetrating ion. 6. The irritability of the muscles is at a maximum in concentrations of potassium which are greater than that in normal Ringer's solution, or about 20 mg. per cent potassium. This optimum does not seem to be a function of pH and is therefore not dependent upon the direction of movement of the potassium but probably on the ratio of potassium outside to that inside. 7. Swelling of the muscles occurs in solutions which injure the muscle so as to permit both cations and anions to enter without permitting the organic protein anions to escape. Anion impermeability is necessary to prevent this same osmotic swelling under normal conditions. 8. An increase in the CO 2 tension in muscle and solution causes a greater increase in acidity in the solution than in the muscle and leads to a loss of potassium. One expects therefore a potassium shift from tissues to blood comparable to the chlorine shift from plasma to corpuscles.