There have been many attempts to ascertain the mechanism of the circulatory failure in diphtheria intoxication. None of them have been entirely satisfactory. Some workers, Romberg, Pdssler, Briihns & Muller (1899), and Yabe (1922) thought it was due to the effect of toxin on the vasomotor centre, whereas others, Brodie (1899), Harding (1920), Myers (1933), andFriedemann &Elkeles (1934) considered that it was due to a direct effect on the peripheral blood vessels. Porter & Pratt (1914) found no evidence for malfunction of the vasomotor centre in diphtheria intoxication, and MacCallum (1914) reported that the toxin had no effect on the working capacity of the heart. In a few experiments in cats we have determined that the circulatory failure does not occur until the terminal stages of intoxication, and that when it does occur, death intervenes very shortly afterwards. The interval is so short that direct observations on the effects of the toxin on the circulatory system are not practicable. It probably also accounts for the conflicting views of the earlier workers. Agarwal & Holt (1959) analysed the positive Schick reaction obtained by injecting diphtheria toxin intradermally into guinea-pigs and showed that the skin vessels become refractory to adrenaline and noradrenaline in the Schick areas. They thought that the toxin may be acting on the smooth-muscle cells of the arterioles and capillaries. Hence they tested the effects of diphtheria toxin on another plain muscle, namely rabbit iris. The response of this muscle to doses of adrenaline was also depressed.The present study was undertaken to get a better understanding of the effects of diphtheria toxin on other plain muscles such as the nictitating membrane of the cat and the uterus of the rabbit. In an attempt to ascertain the mechanism by which diphtheria toxin decreases the excitability of muscles, we studied its effect on the loss of potassium from isolated guinea-pig auricles and from the rabbit uterus. We also investigated the differences in the electrolyte content ofvarious tissues in normal and diphtheria-intoxicated guinea-pigs.