Plants of subterranean clover (Trifolium subterraneum L.) were grown in a range of soils until the supplies of potassium were exhausted. The potassium potential of each soil was then measured by determining the free energy of exchange of potassium for calcium plus magnesium. In soils of very high buffering capacity the potassium potential of the exhausted soil was about- 6000 cal/equiv. In soils of lower buffering capacity the potential of the exhausted soil was higher but this may have been an artefact due to release of potassium from fine root material left in the soil at harvest. Subterranean clover plants were also grown in large volumes of well-stirred nutrient solutions which were held at a range of potassium concentrations. Again it was found that the plants were unable to take up potassium when the potassium potential was about - 6000 cal/equiv. It is suggested that the potentials were similar because diffusion gradients were negligible in the exhausted soil and also in the swiftly flowing solutions. At potentials above- 6000 cal/equiv. availability of potassium appeared to be greater in the solution cultures than in soils. It is suggested that this occurred because, in soils, the uptake of potassium causes the potential at the plant root to be lower than in the bulk of the soil.