Activation of potassium conductance in squid axons with membrane depolarization is delayed by conditioning hyperpolarization of the membrane potential. The delayed kinetics superpose with the control kinetics almost, but not quite, exactly following time translation, as demonstrated previously in perfused axons by Clay and Shlesinger (1982). Similar results were obtained in this study from nonperfused axons. The lack of complete superposition argues against the Hodgkin and Huxley (1952) model of potassium conductance. The addition of a single kinetic state to their model, accessible only by membrane hyperpolarization, is sufficient to describe this effect (Young and Moore, 1981).