The characteristics of the cholera toxin-stimulated adenylate cyclase of toad (Bufus marinus) and rat erythrocyte plasma membranes have been examined, with special emphasis on the response to purine nucleotides, fluoride, magnesium and catecholamine hormones. Toad erythrocytes briefly exposed to low concentrations of cholera toxin (40,000 to 60,000 molecules per cell) and incubated 2 to 4 hr at 30 degrees C exhibit dramatic alterations in the kinetic and regulatory properties of adenylate cyclase. The approximate Km for ATP, Mg++ increases from about 1.8 to 3.4 mMin the toxin-stimulated enzyme. The stimulation by cholera toxin increases with increasing ATP, Mg++ concentrations, from 20 percent at low levels (0.2 mM) to 500 percent at high concentrations (greater than 3 mM). Addition of GTP, Mg++ (0.2 mM) restores normal kinetic properties to the toxin-modified enzyme, such that stimulation is most simply explained by an elevation of Vmax. GTP enhances the toxin-treated enzyme activity two- to fourfold at low ATP concentrations, but this effect disappears at high levels of the substrate. At 0.6 mM ATP and 5 mM MgC12 the apparent K alpha for GTP, Mg++ is 5 to 10 muM. The control(unstimulated) enzyme demonstrates a very small response to the guanyl nucleotide, 5'-ITP also stimulates the toxin-treated enzyme but cGMP, guanine, and the pyrimidine nucleotides have no effect. Cholera toxin also alters the activation of adenylate cyclase by free Mg++, decreasing the apparent K alpha from about 25 to 5 mM. (minus)-Epinephrine sensitizes the toad erythrocyte adenylate cyclase to GTP and also decreases the apparent K alpha for free metal. Sodium fluoride, which causes a 70- to 100-fold activation of enzyme activity, has little effect on sensitivity to GTP, and does not change the apparent K alpha for Mg++; moreover,it prevents modulation of these parameters by cholera toxin. Conversely, cholera toxin severely inhibits NaF activation, and in the presence of fluoride ion the usual three to fivefold stimulation by toxin becomes a 30 to 60 percent inhibition of activity. The toxin-stimulated enzyme can be further activated by catecholamines; in the presence of GTP the (minus)-epinephrine stimulation is enhanced by two- to threefold. The increased catecholamine stimulation of toad erythrocyte adenylate cyclase induced by cholera toxin is explained primarily by an increase in the maximal extent of activation by the hormones. Rat erythrocyte adenylate cyclase is also modified by cholera toxin. In the mammalian system the apparent affinity for the hormone appears to be increased. Cholera toxin thus induces profound and nearly permanent changes in adenylate cyclase by a unique process which mimics the stimulation by hormones in important ways, and which also accentuates the normal hormonal response. The relevance of these findings to the mechanism of action of cholera toxin is considered.