The effect of direct current flow upon the potential difference across the protoplasm of impaled Valonia cells was studied. Current density and direction were controlled in a bridge which balanced the ohmic resistances, leaving the changes (increase, decrease, or reversal) of the small, normally negative, bioelectric potential to be recorded continuously, before, during, and after current flow, with a string galvanometer connected into a vacuum tube detector circuit. Two chief states of response were distinguished: State A.-Regular polarization, which begins to build up the instant current starts to flow, the counter E.M.F. increasing most rapidly at that moment, then more and more slowly, and finally reaching a constant value within 1 second or less. The magnitude of counter E.M.F. is proportional to the current density with small currents flowing in either direction across the protoplasm, but falls off at higher density, giving a cusp with recession to lower values; this recession occurs with slightly lower currents outward than inward. Otherwise the curves are much the same for inward and outward currents, for different densities, for charge and discharge, and for successive current flows. There is a slight tendency for the bioelectric potential to become temporarily positive following these current flows. Records in the regular state (State A) show very little effect of increased series resistance on the time constant of counter E.M.F. This seems to indicate that a polarization rather than a static capacity is involved. State B.-Delayed and non-proportional polarization, in which there is no counter E.M.F. developed with small currents in either direction across the protoplasm, nor with very large outward currents. But with inward currents a threshold density is reached at which a counter E.M.F. rather suddenly develops, with a sigmoid curve rising to high positive values (200 mv. or more). There is sometimes a cusp, after which the P.D. remains strongly positive as long as the current flows. It falls off again to negative values on cessation of current flow, more rapidly after short flows, more slowly after longer ones. The curves of charge are usually quite different in shape from those of discharge. Successive current flows of threshold density in rapid succession produce quicker and quicker polarizations, the inflection of the curve often becoming smoothed away. After long interruptions, however, the sigmoid curve reappears. Larger inward currents produce relatively little additional positive P.D.; smaller ones on the other hand, if following soon after, have a greatly increased effectiveness, the threshold for polarization falling considerably. The effect dies away, however, with very small inward currents, even as they continue to flow. Over a medium range of densities, small increments or decrements of continuing inward current produce almost as regular polarizations as in State A. Temporary polarization occurs with outward currents following soon after the threshold inward currents, but the very flow of outward current tends to destroy this, and to decondition the protoplasm, again raising the threshold, for succeeding inward flows. State A is characteristic of a few freshly gathered cells and of most of those which have recovered from injuries of collecting, cleaning, and separating. It persists a short time after such cells are impaled, but usually changes over to State B for a considerable period thereafter. Eventually there is a reappearance of regular polarization; in the transition there is a marked tendency for positive P.D. to be produced after current flow, and during this the polarizations to outward currents may become much larger than those to inward currents. In this it resembles the effects of acidified sea water, and of certain phenolic compounds, e.g. p-cresol, which produce State A in cells previously in State B. Ammonia on the other hand counteracts these effects, producing delayed polarization to an exaggerated extent. Large polarizations persist when the cells are exposed to potassium-rich solutions, showing it is not the motion of potassium ions (e.g. from the sap) which accounts for the loss or restoration of polarization. It is suggested that inward currents restore a protoplasmic surface responsible for polarization by increasing acidity, while outward currents alter it by increasing alkalinity. Possibly this is by esterification or saponification respectively of a fatty film. For comparison, records of delayed polarization in silver-silver chloride electrodes are included.