1. Measurements of membrane potential, Cl- conductance and intracellular Cl-, K+, Na+ and H+ activities have been carried out in the follicle-associated epithelium of the mouse Peyer's patch to characterize further the physiological properties of antigen-transporting M cells, enterocytes and intraepithelial lymphocytes. 2. Intraepithelial lymphocytes, identified in random impalements as a second negative jump in membrane potential (Vm), were found to have higher K+ and H+ activities, lower Na+ and Cl- activities and higher negative values for Vm than either of the other two epithelial cell types. Cl- activity in these cells was higher than that predicted from the Nernst equation. 3. M cells identified as having the first negative jump in Vm in impalements involving intraepithelial lymphocytes were unable to accumulate Cl-. They also had a lower Vm than that found in apparently fully differentiated enterocytes. This Vm was partly depolarized at a low Cl- concentration. 4. Apparently fully differentiated enterocytes could be further divided into two populations depending on whether the Vm could or could not be partly depolarized by a low Cl- concentration. The mean Vm and intracellular Cl- activity of Cl(-)-sensitive cells, measured in high Cl- medium, were less than values found for Cl(-)-insensitive enterocytes. Cl- was only accumulated by enterocytes showing no depolarization at low external Cl- concentration. 5. The Vm of mature villus enterocytes was the same as that determined for Cl(-)-insensitive follicle-associated enterocytes. Villus enterocyte Vm was not depolarized at a low Cl- concentration. 6. The present ability to distinguish two apparently large populations of follicle-associated enterocytes having M cell-like or villus enterocyte-like properties is discussed in relation to current theories describing how M cells might be formed. The presence of a Cl- conductance in M cell enterocytes, the inability to accumulate Cl- and the maintenance of a low Vm could aid endocytosis of macromolecules across the apical membrane.