The role of the saliva in neutralizing the large quantities of fatty acid which are produced by the fermentations in the rumen of the sheep is well known. However, there is evidence that the absorptive properties of the reticulo-rumen epithelium also play a part in maintaining a relatively stable acidity of the rumen contents. Danielli, Hitchcock, Marshall & Phillipson (1945) observed that when fatty acid was absorbed from solutions introduced into the isolated reticulo-rumen, continual additions of acid were necessary in order to keep the pH below 6. It was suggested by Danielli et al. that at a low pH, un-ionized fatty acid was leaving the rumen more rapidly than the corresponding anion.Another mechanism involved in the neutralization of fatty acid was discovered by Masson & Phillipson (1951). These workers observed that when alkaline solutions of fatty acid were introduced into the isolated reticulo-rumen the pH drifted towards 7-3-7-8 and sometimes passed through a minimal value. Further, the appearance of total C02, mainly as bicarbonate, was closely related to the disappearance of fatty acid.The way in which the apparent interaction between fatty acid uptake and bicarbonate appearance occurs is difficult to investigate, since there are changes in seven known species of particles which may affect the pH. These are hydrogen and hydroxyl ions, carbon dioxide, bicarbonate and carbonate, ionized and un-ionized fatty acid; in addition there are unknown contributions of metabolites by the epithelium.The aim of the present work was to determine the forms in which fatty acid and bicarbonate enter and leave the solutions in the rumen. Observations were made by means of a comparatively simple system in which fatty acid was omitted from the solutions in the rumen so that information might be obtained concerning the movements of C02 and bicarbonate and thus the changes as a result of including fatty acid could be assessed. Subsequently the observations were extended to the plasma side of the epithelium. Throughout this paper the term C02 is used to describe dissolved C02 + undissociated carbonic acid; total C02 refers to C02 + bicarbonate.