When Necturus gallbladder epithelium is treated with ouabain the cells swell rapidly for 20-30 minutes then stabilize at a cell volume 30% greater than control. The cells then begin to shrink slowly to below control size. During the initial rapid swelling phase cell Na activity, measured with microelectrodes, rises rapidly. Calculations of the quantity of intracellular Na suggest that the volume increase is due to NaCl entry. Once the peak cell volume is achieved, the quantity of Na in the cell does not increase, suggesting that NaCl entry has been inhibited. We tested for inhibition of apical NaCl entry during ouabain treatment either by suddenly reducing the NaCl concentration in the mucosal bath or by adding bumetanide to the perfusate. Both maneuvers caused rapid cell shrinkage during the initial phase of the ouabain experiment, but had no effect on cell volume if performed during the slow shrinkage period. The lack of sensitivity to the composition of the mucosal bath during the shrinkage period occurred because of apparent feedback inhibition of NaCl entry. Another maneuver, reduction of the Na in the serosal bath to 10 mM, also resulted in inhibition of apical NaCl uptake. The slow shrinkage which occurred after one or more hours of ouabain treatment was sensitive to the transmembrane gradients for K and Cl across the basolateral membrane and could be inhibited by bumetanide. Thus during pump inhibition in Necturus gallbladder epithelium cell Na and volume first increase due to continuing NaCl entry and then cell volume slowly decreases due to inhibition of the apical NaCl entry and activation of basolateral KCl exit.