.The activities of a range of enzymes from the glycolytic and pentose phosphate pathways, tricarboxylic acid cycle and lipogenic pathways have been measured in the mammary glands of rats at different stages of the lactation cycle and in the lactating sheep mammary gland.2. Changes of the enzyme activities are considered in the light of constant and specific proportion enzymes ; in particular, in relation to the alternative systems for the generation of NADPH in the cytosol.3. Specifically considered are the metabolic transitions in the rat a t parturition and weaning ; comparison between lactating sheep and rat mammary gland (which manufacture a similar spectrum of fatty acids from different, carbon sources) and a comparison between lactating rat mammary gland and rat adipose tissue.4. Evidence is adduced from enzyme profiles and flux data that the major source and pathway of generation of NADPH differed in the three tissues, an adaptation dependent upon carbon source and over-all energy requirement of the tissue. Specifically, rat mammary gland has a greater emphasis upon NADPH formation via the pentose phosphate pathway, sheep mammary gland from cytosolic isocitrate dehydrogenase (combined with glutamate dehydrogenase acting as a transhydrogenase system) and adipose tissue showing participation of both pentose phosphate pathway and 'malic' enzyme.5 . The adaptation of mammary tissue to the use of the pentose phosphate pathway or of isocitrate dehydrogenase confers considerable advantage in the ATP yields relative to adipose tissue, where partial generation of NADPH via the 'malic' enzyme necessitates an ATPconsuming reaction.6. The modification in other satellite systems of lipid synthesis, such as pyruvate carboxylase, citrate cleavage enzyme and glycerol-I-phosphate dehydrogenase, is linked to the relative emphasis on different hydrogen-generating systems, to the source of carbon and to the function of the tissue as a secretory or storage and release tissue.