The origin of the nonexponentiality of proton spin echoes of skeletal muscle has been carefully examined. It is shown that the slowly decaying part of the proton spin echoes is not due to extracellular water. First, for muscle from mice with in vivo deuteration, the deuteron spin echoes were also nonexponential, but the slowly decaying part had a larger weighing factor. Second, for glycerinated muscle in which cell membranes were disrupted, the proton spin echoes were similar to those in intact muscle. Third, the nonexponentiality of the proton spin echoes in intact muscle increased when postmortem rigor set in. Finally, when the lifetimes of extracellular water and intracellular water were taken into account in the exchange, it was found that the two types of water would not give two resolvable exponentials with the observed decay constants. It is suggested that the unusually short T2's and the nonexponential character of the spin echoes of proton and deuteron in muscle water are mainly due to hydrogen exchange between water and functional groups in the protein filaments. These groups have large dipolar or quadrupolar splittings, and undergo hydrogen exchange with water at intermediate rates. The exchange processes and their effects on the spin echoes are pH-dependent. The dependence of transverse relaxation of pH was observed in glycerinated rabbit psoas muscle fibers.