The distribution of ammonia and [14C]DMO was compared in white muscle, heart, brain, red cells and plasma of lemon sole (Parophrys vetulus Girard) at rest, during hypercapnia and following strenuous exercise. In red cells at rest, measured intracellular ammonia levels were equal to those predicted by the plasma to red cell pH gradient. Red cells are unusual in that hydrogen ions are passively distributed according to membrane potential (EM), whereas in other tissues this is not the case. In white muscle, heart and brain under all experimental conditions, intracellular ammonia levels far exceed those predicted by transmembrane pH gradients. Calculated ENHNH4+ values in these tissues are very close to published resting values of EM. We conclude that, in lemon sole, NH4+ permeates cell membranes and that intracellular ammonia stores are not determined by transmembrane pH gradients.