1. Acetylcholine receptors in the end-plate and non-end-plate areas of the rat diaphragm, after treating the animal with hemicholinium-3, alpha- or beta-bungarotoxin in vivo, were studied by their specific binding of labelled alpha-bungarotoxin. 2. Subcutaneous injection of maximum tolerable doses of hemicholinium-3 (50 mug/kg) twice daily for 7 days increased the number of extrajunctional receptors along the whole length of muscle fibre, the approximate density of receptor on muscle membrane being increased from 6/mum2 in normal diaphragm to 38/mum2. Junctional receptors were also increased in number from 2-2 x 10(7) to 2-8 x 10(7) per end-plate. 3. Five days after denervation, there were approximately 153/mum2 extrajunctional receptors and the number of receptors on the end-plate was increased by 220%. 4. Intrathoracic injection of beta-bungarotoxin (50 mug/kg) also increased the density of extrajunctional receptors to approximately 104/mum2, and the number of end-plate receptors by 140% in 5 days. The neuromuscular block was extensive and prolonged. 5. [3H]Diacetyl alpha-bungarotoxin (150 mug/kg) injected into thoracic cavity caused complete neuromuscular blockade for 12 hr. At 24 hr, the synaptic transmission was restored in 80% of the junctions with less than 10% end-plate receptors freed, whereas the safety factor for transmission in normal diaphragm was 3-5. Extrajunctional receptors appeared to increase within 24 hr. This increase continued despite the restoration of neuromuscular transmission, and the receptor density at 5 days was approximately 5l/mum2. The number of junctional receptors, however, was not increased. Repeated injection of the toxin gave the same result. 6. It is concluded that the numbers of junctional and extrajunctional acetylcholine receptors are regulated in different ways, and the possible role of acetylcholine is discussed.