1. The rate of reaction of mustard gas (H) with thirteen proteins has been determined. The extreme variation in reaction rates is about 100:1. 2. No qualitative difference in the results was observed when the treatment with H was carried out by the Dixon or stirring methods. 3. The kinetics have been analyzed and a bimolecular equation derived which fits the facts. 4. The carboxyl groups of all proteins reacted when the reaction with H was carried out at pH 6.0 in M/25 acetate buffer. In most cases the number of carboxyl groups covered was approximately equal to the number of H residues bound. 5. The amino groups of proteins failed to react with the possible exception of yeast hexokinase. 6. The color obtained when proteins were mixed with Folin's phenol reagent at pH 8.0 decreased as the protein was treated with H. The color returned on treatment of the H-protein with alkali and many of the combined H groups were hydrolyzed. Similar results were observed when a concentrated glycyltyrosine solution was treated with H.