SUMMARY1. The recovery of contractile responses and appearance of new abungarotoxin-binding sites were studied in the baby chick biventer cervicis and the rat diaphragm muscles after saturating the existing acetylcholine (ACh) receptors (AChR) with cz-bungarotoxin in vitro.2. Washout of z-bungarotoxin restored gradually the response to exogenous ACh attaining about 30 % recovery in 3 hr either in the chick muscle or in the denervated rat diaphragm. No recovery was obtained, however, for the response to'nerve stimulation.3. The recovery of ACh-response was abolished by decreasing the bath temperature to 90 C during the washout of the toxin whereas the recovery was not reduced in the presence of cycloheximide.4. The half-life of [3H]acetyl a-bungarotoxin bound specifically on the existing AChRs, junctional and extrajunctional receptor's combined, was 16 hr in the chick muscle. That on the extrajunctional AChR was estimated to be 8 hr.5. New toxin-binding sites were found to be incorporated on the membrane of extrajunctional site rapidly after treatment with cc-bungarctoxin in the chick and the denervated rat muscles along the muscle fibres but not in the innervated rat diaphragm. Treatment with ( +)-tubocurarine, ACh or decamethonium did not cause an appreciable increase of the toxin-binding sites.6.