1. The pH-dependence of the kinetic constants of the carnitine acetyltransferase reaction has been investigated with the enzyme from pigeon breast muscle. 2. Michaelis constants for (-)-carnitine and acetyl-(-)-carnitine vary in a similar fashion in the pH range 6.0-9.0. A single ionizing group on the enzyme with an apparent pK7.2 is required in the basic form for binding of these substrates. 3. Binding of CoASH or acetyl-CoA raises the apparent pK of an ionizing group on the enzyme from 7.85 to 8.25. This group is probably not directly involved in forming the enzyme-substrate complex, but its microscopic environment is presumably altered. Another group in either the substrate or the free enzyme, with an apparent pK6.4, is needed in the basic form for optimum binding of CoA substrates. 4. This last group has been unequivocally identified as the 3'-phosphate of CoA, by showing that the K(m) of carnitine acetyltransferase for the substrate acetyl-3'-dephospho-CoA is independent of pH in the range 6.0-7.8. 5. V'(max.), the maximum velocity of the catalysed reaction between acetyl-CoA and (-)-carnitine, is constant between pH6.0 and 8.8. 6. The significance of these results in terms of a previously postulated reaction scheme for this enzyme is discussed.