Abstract. We show that the usual construction of the free distributive lattice on n generators generalizes to an arbitrary quantity of generators and actually yields a free completely distributive lattice. Furthermore, for an infinite number of generators the cardinality of the corresponding free completely distributive lattice is exactly that of the power set of the power set of the set of generators. . For a finite set, G, of n generators it is well-known that the free distributive lattice over « generators is isomorphic to the collection of all closed below subsets of the power set of G. It is also possible to find free distributive lattices over an infinite number of generators [7]. However, these are quite different objects.For a given set X of arbitrary cardinality, we denote by FD(\X\) the collection of all closed below subsets of the power set (2*) of X. We then have the following result.