The importance of vacteria in the cycling of carbon in the Pamlico River estuary was studied by measuring the rates of uptake of organic compounds. Our methods allowed analysis with the Michaelis—Menten kinetics equations, and both the rates of uptake of dissolved free amino acids (DFAA) and glucose as well as the percentage of carbon subsequently respired as CO2 were determined. In addition, the concentrations of the amino acids in the water were determined using ion exchange chromatography. Other tests included measurements of primary productivity and of the effects of the other amino acids in the water upon the uptake of one amino acid. There was considerable variation in the heterotrophic activity over time and distance probably caused by patchiness in distribution of plankton and dissolved compounds in the water. Although there is some competition between amino acids being taken up, the effect upon kinetics measurements is probably negligible. Tests made every 3 hr showed a coefficient of variability (CV) of the measured maximum velocity of uptake (Vmax) of aspartic acid to be only 26%, and a similar CV was found for daily samples. In several instances the uptake of one amino acid was found to be competitively inhibited by the presence of another amino acid, but the concentrations necessary to inhibit were far above natural concentrations and such effects are probably unimportant in nature. Mutual inhibition was found between the similar amino acid pairs glutamic acid and aspartic acid, threonine and serine, glycine and alanine, and leucine and alanine. Highest Vmax values were found during the summer months and early fall and ranged from a high of 69.42 mg C/1°hr for alanine in August to less than 0.20 mg C/1°hr for most of the substrates tested in the colder months. The Vmax values for glucose uptake (0.06 to 9.64 mg C/1°hr) indicate that this estuarine system is one of the most microbially—active environments tested. The DFAA were presented in the water at concentrations of from 10 to 30 mg C/1; over half of this was ornithine, glycine, and serine. The DFAA were only about 0.2% of the total dissolved organic carbon in the water. Further, seasonal variations of DFAA concentrations, generally paralleling those of primary productivity, suggested that the amino acids originated from algal excretion and the decay of algal cells. The orders of abundance and concentrations of individual amino acids were similar to those reported for other bodies of water. When the natural concentration of a substrate is known the actual velocity of uptake (Vn) or flux for that substrate may be found. Flux rates were only 1%—10% of the Vmax values in the coldest months; the highest values were found in the warmest months. At each experimental concentration of amino acid, a certain amount was taken up, and a percentage of this amount was oxidized to caron dioxide. This percentage was constant for a particular amino acid in spite of varying experimental times, substrate concentrations, and temperatures. Leucine had the lowest percent respired (13%) while aspartic and glutanic acids had the highest (50%). Failure to correct uptake data for this respiratory loss introduces significant underestimation. The production of particulate material was calculated by correcting total uptake figures for each amino acid by its characteristic respiration percentage. Over 60% of the particulate production from amino acids was by uptake of alanine, leucine, valine, serine, glycine, aspartic acid, and glutamic acid. Such particulate production averaged 0.79 mg C/1.hr for the year and ranged from 0..6 to 2.37 mg C/1.hr; this is about 10% of the rate of production by algae during the summer months. This amount of particulate organic material is a significant contribution to this estuarine food chain.