Ab~tractWhen salinity, or an equivalent variable, is increased, microemulsions generally undergo orderly transitions from a lower-to middle-to upper-phase. Even though the Isignificance of such multi phase behavior has been well recognized in the design of surfactant flood processes, their quantitative nature in tenns of the molecular structures of the surfactant lipophile, hydrophile, and the oil and brine salinity has not been fully understood. A theory of lower-and upper-phase microemulsions that gives reasonable predictions of their interfacial tensions (1FT's) and phase behavior is presented. In the theory, the isurfactant monomers adsorbed at oil/brine interface cause the interface to bend as a result of an imbalance between the hydrophile/brine interaction on the one hand andllipophile/oil interaction on the other. With sufficient imbalance, high local curvature causes small drops of onelphase to disperse into the other. In addition, interactionis between these drops are taken into account for the microemulsion equilibrium. The theory also offers a possibility of being able to describe the hydrophile/ lipophile-balanced state (optimal salinity state of Healy andl Reed \ ) in tenns of the tendency of surfactant layer at the !oil/brine interface to bend. ,