The effects of (a) partial or complete replacement of K+ by Tl+ in saline perfusing isolated rat heart and diaphragm preparations and (b) pulse injections of high concentrations of Tl+ or K+, have been studied. The immediate effect of Tl+ resembles that of higher concentrations of K+ and may reflect its more rapid penetration into the tissue. Tl+ appears to replace K+ on a 1:1 basis to an extent dependent upon the relative abundance of the two cations in the perfusion solution. However, analysis of diaphragm preparations after perfusion with salines containing increasing Tl+ but constant [K+ + Tl+] showed a related and progressive increase in total cation content. This effect, which was not seen in the presence of constant high (normal) K+ concentrations, may reflect an increase of the intracellular space brought about by the thallium. Functional effects of Tl+ were (a) preferential block of the phrenic nerve or neuromuscular junction over the muscle fibre and (b) transient but marked acceleration of cardiac frequency following pulse injections, which may be of value in analysing the pacemaker mechanism of the heart. In both tissues Tl+ is eventually toxic and probably irreversibly so.