1. A study was made of the changes taking place in O(2) consumption, cardiac function and the volume and composition of the body fluids of sheep while they consumed a meal of hay.2. During eating P(a, CO2) and P(v, CO2) both increased, pH decreased and free plasma [HCO(3) (-)] increased. Venous haematocrit increased sharply at the beginning of the meal, and declined slowly after feed was removed.3. Arterial P(O2) did not change significantly during eating. However P(v, O2) fell slightly but significantly. The O(2) saturation of venous blood fell due to the decline in pH. Estimated CO(2) in arterial blood increased as a consequence of increased haemoglobin content. The net effect was to increase arteriovenous difference in O(2) content from 4.4 ml./100 ml. before eating to 6.0 ml./100 ml. at the end of the meal.4. O(2) consumption increased about 60% during eating and fell rapidly thereafter. Heart rate followed a similar pattern. Cardiac output however increased only about 17%, from 6 to 7 l./min. Consequently stroke volume declined throughout the meal from 76 to 52 ml./beat.5. Plasma volume, estimated from measurements of T-1824, declined sharply by about 300 ml. at the beginning of the meal and recovered slowly after feed was removed. Blood volume declined less because of a rise in circulating erythrocytes.6. Extracellular fluid volume was estimated from measurements of thiocyanate and thiosulphate spaces. Thiocyanate space measurements were abandoned after thiocyanate was found to be concentrated in saliva. Considerable random variation occurred in measurements of changes in extracellular fluid from thiosulphate disappearance but the results did reveal a significant fall of 1000-1500 ml. in extracellular fluid volume during eating.7. The significance of these interrelated changes is discussed in relation to the maintenance of homoeostasis during eating in the sheep.