1. The egg of the polychaete, Chaetopterus pergamentaceus, differentiates parthenogenetically without cleavage after 1 hr in a high K+ solution. The changes in the electrical properties of the membrane during differentiation have been investigated. 2. The treatment with the K solution for 40-60 min made unfertilized eggs become amoeboid cells in 4-5 hr and finally ciliated unicellular embryos in 14-16 hr. 3. In the untreated egg the action potential is Ca dependent and no Na component is found. The steady-state current-voltage relation has a marked inward rectification and shows a less marked outward rectification. 4. There are no significant changes in these properties of the cell membrane immediately after 40-60 min K treatment. 5. In the amoeboid cell stage (4-5 hr) the outward rectification increases significantly. 6. In the ciliated unicellular embryo the action potential is Ca and Na dependent. 7. The result suggests that Ca channels are present in the egg initially, K channels appear next and Na channels appear later.