SUMMARY1. The giant axon of Myxicola infundibulum was assessed for its suitability as a model preparation for study of amino acid transport mechanisms.2. The amino acid composition of axoplasm was measured and compared with those of coelomic fluid, muscle and axon sheath. The axoplasmic composition is unique. Axoplasm/coelomic fluid concentration ratios are all much larger than 1. The axoplasmic amino acid concentrations are (mmol/kg plasm): cysteic acid (104), aspartic acid (75), glutamic acid (10), taurine (64), serine (5), glycine (191) and alanine (5). Other amino acids or primary amines, if present, must have concentrations of less than 1 mM.3. The size of the sheath amino acid pool is 120 or less of the axoplasmic pool. 4. The amino acid pool of axons soaked in sea water for up to 24 h is stable. Removal of Na from sea water causes a large increase of net efflux and net production of amino acids.