1. Resting and action potentials have been recorded in giant axons of the cockroach when the intact nerve cord was bathed in the insect's own haemolymph.

2. Low resting potentials (43.0±4.8 mV.) and large action potentials (105.1±6.8 mV.) were obtained in these preparations as compared with those recorded in de-sheathed nerve cords.

3. Recordings of the maximum rates of rise and fall have shown that the shape of the action potential was essentially similar in de-sheathed preparations and in intact nerve cords.

4. These results have been discussed in terms of the unequal distribution of ions between the haemolymph, the extracellular fluid and the axoplasm of the giant axons.

5. The low measured resting potential agrees with a K+ concentration in the haemolymph of about 20 mM./l., a value which is only slightly lower than the measured one (Pichon, 1963).

6.The occurrence of large action potentials in these apparently depolarized axons may be related to the stabilizing action of divalent cations such as Ca2+ which are contained in the extracellular fluid in relatively large amounts.

7. The very large recorded overshoots (62.1±7.0 mV.) may be linked with a low sodium concentration in the axoplasm and a high sodium concentration in the extracellular fluid of the giant axons of intact nerve cords, thus resulting in a high sodium equilibrium potential, ENa.

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