1. Penicillins F, G, K, and X were all inactivated by human and rabbit serum, but two qualitatively distinct mechanisms were apparently involved. 2. One was a slow inactivation of all four penicillins by a relatively thermostable serum component which was not demonstrably affected by heating for 60 minutes at 56 degrees C. (a) In both human and rabbit serum this general inactivation of penicillin behaved like a pseudo first order reaction, with a velocity constant of 0.05-0.07 for penicillin X, and 0.09-0.11 for penicillins F and G. (b) The percentage of penicillins F, G, and X inactivated per hour was independent of their concentration over the range 0.4 to 50 micrograms per cc., averaging 9.5, 10, and 6.5 per cent, respectively, in human serum, and 9,8.5, and 5 per cent in rabbit serum. (c) The rate of inactivation varied linearly with the concentration of the serum factor. (d) Penicillin X was consistently and significantly less susceptible to inactivation than any of the other penicillins. Although minor differences were observed between F and G, these were not consistent, and are of questionable significance. 3. Superimposed on this slow inactivation of penicillins F, G, K, and X by a thermostable serum component was a much faster inactivation observed only with penicillin K. (a) In both rabbit and human serum, the serum factor responsible for this inactivation was highly thermolabile, and was almost completely destroyed within 5 minutes at 56 degrees C., leaving only a thermostable component, not affected by further heating. (b) The inactivation of K by this thermolabile component was not a first order reaction, but varied with the concentration of both serum and penicillin. At high concentrations of K, the rate of inactivation due to the thermolabile factor was negligible, and penicillin K was destroyed no more rapidly than F, G, or X. The rate of inactivation increased as the concentration of penicillin was reduced. At penicillin K concentrations of 50, 10, 2, and 0.4 micrograms per cc., the hourly destruction in rabbit serum averaged 10, 16, 21, and 54 per cent. The corresponding figures in human serum were 10, 11, 14, and 54 per cent. The reservations entailed by the large serum error at the lower concentrations of penicillin are discussed in the text. 4. The temperature coefficient for the inactivation of penicillin K by fresh human or rabbit serum was 2.5 for each 10 degrees C. No significant inactivation was observed in 24 hours at 20 degrees C.; and this was true also of penicillins F, G, and X. 5. Heparinized plasma was just as active as serum, washed red blood cells had no effect, and the activity of whole blood was referable to its plasma content. 6. The nature of the serum factors responsible for these two types of penicillin inactivation are under present study. 7. The urinary excretion of penicillin is so rapid that the slow destruction of penicillins F, G, and X in the circulating blood as here described is of secondary significance therapeutically. It nevertheless must contribute to their rapid disappearance from the blood; and the fact that X is inactivated more slowly than either F or G could be reflected in higher and more sustained blood levels than are afforded by the latter two species. There are some reports that such is the case (15-17), and the following paper provides further evidence for the superiority of penicillin X in this respect over the other species so far studied. The serum inactivation of penicillin K, at a rate which increases as its concentration falls, should be reflected in significantly lower and more evanescent blood levels than are observed with penicillins F, G, or X. As will be discussed in the following paper, this has been found to be the case, and provides a simple explanation for its paradoxically low therapeutic activity in vivo (8-11).