Distortion products ( DPs ) evoked by two-tone stimuli at frequencies F1 and F2 were measured in the ear-canal sound pressure of the alligator lizard. The largest sound pressures measured, other than those at F1 and F2, where at the cubic difference frequencies 2F1-F2 and 2F2-F1. All cubic DPs were greatly reduced by destruction of the basilar membrane, which suggests that its nonlinear properties are the source of the DPs . Measurements following acoustic overstimulation show a complex relationship between the magnitude of DPs and cochlear state, as assessed by measurements of cochlear potential, and indicate the existence of multiple nonlinear sources within the inner ear. Relative magnitudes of the DPs and their dependence on stimulus level suggest that the inner-ear DP sources are cubic nonlinearities. The DPs are not highly sensitive to either average stimulus frequency or stimulus frequency separation, suggesting that the nonlinear processes are within the macromechanical processes of the inner ear. Contrary to some interpretations of ear-canal DP measurements in mammals, we conclude that DPs need not be associated with hair-cell processes and are not particularly useful indicators of cochlear health.