SUMMARY1. In pieces of guinea-pig liver with an intact capsule, the mean resting potential (E) is -49-8 mV, close to the value for in vivo hepatocytes and significantly higher than a similar preparation of rat liver. E is considerably less than the calculated K equilibrium potential of about -90 mV.2. Changes in [K+]. in the range of 0-10 mm produce almost no change in E. At [K+] [Cli]. in opposite directions to maximize predicted changes in E also has only a minimal effect on E.4. Cyanide (5 mM) or ouabain (10-4 M) cause depolarization, so there is no reason to believe that pumps sensitive to these poisons are normally lowering resting potential. Part of the normal E may be produced by an electrogenic ouabain-sensitive ion pump.5. The data is interpreted by using a form of the constant field equation developed by Brading & Caldwell (1971). Application of this method yields PNa/PK less than 0-04, PC1/PK approximately 0 3. Additional terms,x and y, are required to account for the behaviour of E. Their physical basis remains undetermined.