1. When short segments of single bundles of circular muscle of guinea-pig antrum were isolated and impaled with two microelectrodes, the membrane potential recordings displayed an ongoing discharge of noise. 2. Treating the preparations with acetoxymethyl ester form of BAPTA (BAPTA AM) reduced the membrane noise and revealed discrete depolarizing unitary potentials. The spectral densities determined from control preparations and ones loaded with BAPTA had similar shapes but those from control preparations had higher amplitudes, suggesting that membrane noise results from a high frequency discharge of unitary potentials. 3. Depolarization of isolated segments of antrum initiated regenerative responses. These responses, along with membrane noise and unitary potentials, were inhibited by a low concentration of caffeine (1 mM). 4. Loading the preparations with BAPTA decreased the amplitudes of regenerative responses. Depolarization was now seen to increase the frequency and mean amplitude of unitary potentials over a time course similar to that of a regenerative potential. 5. Noise spectra determined during periods of rest, during regenerative potentials triggered by direct depolarization and during slow waves, recorded from preparations containing interstitial cells of Cajal (ICC), had very similar shapes but different amplitudes. 6. The observations suggest that a regenerative potential, the secondary component of a slow wave, is made up of a cluster of several discrete unitary potentials rather than from the activation of voltage-dependent ion channels.