The physiological basis of salt tolerance of wheat Giza 164 (relatively salt tolerant) and Sakha 69 (relatively salt sensitive) was assessed using sand culture technique; the treatments of NaCl were 0, 20, 40 and 80 mol m~3 in full strength of Arnon nutrient solution. The results showed that increasing NaC1 concentration in the rooting medium had a marked effect on water and solute potentials for leaf and root of both two varieties. Whereas, Sakha 69 had a marked lower water and solute potentials in root, Giza 164 had a marked lower water and solute potentials in leaf. On the contrary, Giza 164 maintained high turgor potential in leaf, while Sakha 69 maintained high turgor potential in root. Data also showed that Na and Ci ions contributed the major parts in osmoregulation in leaves and roots of both two varieties. How- ever, Giza 164 contained higher concentrations of inorganic solutes in leaves, while Sakha 69 contained higher concentrations of inorganic solutes in roots. Also, Giza 164, generally, accumulated more proline in leaves and mots at ail levels of salinity as compared with Sakha 69. The relatively salt tolerant (Giza 164) maintained low water and solute leaf potentials and high leaf proline content to relatively resist salt injury.