The effect of ion-pairing in an SN2 reaction is very different when the nucleophilic atom is changed from sulfur to oxygen, i.e., changing the nucleophile from thiophenoxide ion to phenoxide ion. When the nucleophile is sodium thiophenoxide, ion-pairing markedly alters the secondary α -deuterium kinetic isotope effect (transition state structure) and the substituent effect found by changing the para substituent on the nucleophile. When the nucleophile is sodium phenoxide, ion-pairing does not significantly affect the secondary α -deuterium or the chlorine leaving group kinetic isotope effects (transition state structure) or the substituent effects found by changing a para substituent on the nucleophile or the substrate. The different effects of ion-pairing may occur because the electron density on the hard oxygen atom of the sodium phenoxide is not affected significantly by ion-pairing.Key words: nucleophilic substitution, SN2, kinetic isotope effect, transition state, substituent effects, ion-pair.