A model consistent with the kinetics of phosphorus in epilimnetic lake water was developed. Adding 32PO4 to lake water and separating the major forms of dissolved phosphorus by Sephadex gel filtration showed that the exchange mechanism between inorganic phosphate and the particulate fraction predominates. At the same time, a low-molecular-weight phosphorus compound is excreted which combines with colloids in lake water, releasing phosphate from the colloid and making the phosphate available for "transfer" again. This rapid cycling of phosphorus between the four principal forms — the particulate fraction, the low-molecular-weight P compound, colloidal P, and phosphate — appears to contribute to formation of colloids in lake water. No direct complexing of phosphate to the colloid was observed. Only in the presence of algae, bacteria, and other particulate matter did the radioactive phosphorus move to the low-molecular weight and the colloidal forms. The low-molecular-weight compound is negatively charged, as is the colloidal P, but to a lesser degree. Both are removed by anion exchange materials along with phosphate, but the rate that they move into the fraction removed by membrane filtration is different from that for phosphate. When filtrate is refiltered a large amount of the colloidal P is retained by the filter. This complicates measurements of transfer and makes previous studies on utilization of dissolved organic phosphorus of doubtful value since corrections for filter retention were rarely, if ever, made.