The ionization behavior of retinoic acid (RA) in an aqueous phase and when bound to bovine serum albumin was studied. Titrations of RA in the various phases were followed by monitoring the red shift in the absorption maximum of RA that occurred upon deprotonation. The apparent pK of RA was dependent on the concentration of this compound. At the concentration range 6-20 microM, the pK of RA in water had a value of approximately 8.0. As the concentration was decreased in the range 1-6 microM, the value of the pK decreased continuously. The lowest pK observed was approximately 6.0. It was concluded that RA in an aqueous phase at concentrations in the microM range, forms micelles, and that the values of the pK of RA monomers and micelles in water are less than 6.0 and 8.0, respectively. The presence of 0.15 M NaCl caused a decrease in the pK of RA micelles and lowered the value of the CMC. Titration of RA in the presence of bovine serum albumin revealed the presence of a heterogeneous population comprised of three distinct microenvironments for RA associated with this protein. Two populations of RA were found to undergo complete titration in the pH range 4-8. A third population became apparent at pH greater than 9.5.