Intracellular microelectrode techniques were employed to study the effect of cyclic AMP on apical membrane Ci-/HCOi exchange and electrodiffusive HCOi transport in Necturus gallbladder epithelium, lntracellular cAMP levels were raised by addition of either the phosphodiesterase inhibitor theophyiline (3 x 10 -s M) or the adenylate cyclase activator forskolin (10 -5 M) to the serosal bathing solution. Measurements of pH in a poorly buffered control mucosal solution upon stopping superfusion show acidification, owing to secretion of both H + and HCOL When the same experiment is performed after addition of amiloride or removal of Na + from the mucosal bathing medium, alkalinization is observed since H + transport is either inhibited or reversed, whereas HCOi secretion persists. The changes in pH in both amiloride or Na-free medium were significantly decreased in theophylline-treated tissues. Theophylline had no effect on the initial rates of fall of intracellular CIactivity (aCl 0 upon reducing mucosal solution [CI-] to either 10 or 0 mM, although membrane voltage and resistance measurements were consistent with stimulation of apical membrane electrodiffusive CI-permeability. Estimates of the conductive flux, obtained by either reducing simultaneously mucosal [CI-] and [HCOg] or lowering [C1-] alone in the presence of a blocker of anion exchange (diphenylamine-2-carboxylate), indicate that elevation of intracellular cAMP inhibited the anion exchanger by ~50%. Measurements of net CI-uptake upon increasing mucosal C1-from nominally zero to levels ranging from 2.5 to 100 mM suggest that the mechanism of inhibition is a decrease in Vmax. Consistent with these results, the rate of intracellular alkalinization upon reducing external C1-was also inhibited significantly by theophylline. Reducing mucosal solution [HCO~] from 10 to 1 mM under control conditions caused intracellular acidification and an increase in aCll. Theophylline inhibited both changes, by 62 and 32%, respectively. These data indicate that elevation of intracellular cAMP inhibits apical membrane anion (CI-/HCOg) exchange. Studies of the effects of rapid changes in mucosal [HCOg] on membrane voltages and the apparent ratio of membrane resistances, both in the presence and in Address reprint requests to Dr.