1. The time course of changes in resting potential after removing K(0) was studied in twenty-four single fibres and in 136 fibres from small bundle (two to four fibres) preparations of frog semitendinosus muscles.2. The initial resting potentials in the control saline ranged between -88 and -98 mV. The potentials returned to nearly the initial values when control conditions were reinstated after 3-8 hr of experimentation. All the fibres twitched at the end of the experiment.3. Only about one third of the fibres hyperpolarized for any length of time on exposure to a K-free saline at room temperature (20-28 degrees C). The hyperpolarization was reversed to depolarization after a variable delay. The resting potential could fall to -50 or -40 mV.4. The remainder of the fibres depolarized with little or no prior hyperpolarization.5. Both patterns of response could be replicated in the different fibres.6. Hyperpolarization induced by K-free solution was reduced or abolished on cooling to ca 10 degrees C; on substitution of Tris or Li for Na; and upon inhibition of the Na pump with DNP (0.025-0.2 mM) or ouabain (0.05 mM). The latter agent was not as effective as the other conditions.7. Only small, slowly developing depolarization occurred when Na was replaced with Tris or Li.8. The various effects in K-free solutions were reversed on returning to the control conditions.9. It is suggested that removal of K(0) itself has little or no direct effect on the resting potential and that the initial hyperpolarization is due to the pumped efflux of Na without a compensatory influx of K. Block of the pump electrogenesis is manifested by depolarization of the fibres as K(1) is depleted and Na(1) increased.10. The Na pump appears to be dependent upon the nutritional status of the frogs and variations of the latter probably cause the different responses of fibres to removal of K(0).