1. Squid giant axons internally perfused with CsF have their Na conductance inactivated due to the low value of the resting potential. When hyperpolarized with voltage clamp to normal values of resting potential, the Na conductance recovers with an exponential time course. The time constant of recovery is of the order of 30 sec at a membrane potential of -70 mV and at 5 degrees C. The recovery from slow inactivation has a Q10 of about 3. 2. The development of inactivation during depolarization is also slow. The time constant varies between 10 and 20 sec at 5 degrees C, depending upon the value of the membrane potential. 3. Slow inactivation is also observed in NaF perfused axons and in intact axons with a low resting potential. 4. Although internal perfusion with pronase (or a purified fraction of this enzymic complex) blocks the fast (h) inactivation of the Na conductance, the slow inactivation remains. The recovery is similar before and after the proteolytic treatment. However, slow inactivation appears to develop faster after enzymic perfusion. 5. Slow inactivation develops without any apparent change in distributed or local membrane surface charge. 6. The experiments suggest that slow inactivation is a general property of the Na conductance as in many other conductance channels in excitable membranes. The experiments can be interpreted by proposing that slow inactivation is a phenomenon independent of fast inactivation, and that pronase somehow accelerates the onset of slow inactivation. 7. An alternative model, in which slow inactivation is coupled to fast inactivation, is proposed. This model is consistent with the results presented here and is very similar to one proposed to explain the frequency response of the sodium currents in Myxicola giant axons (Rudy, 1975, 1978).