The freeze-thaw resistance of all cement-based materials is improved by incorporating a fine air bubble system in them. For acceptable life expectancy, incorporated air bubble volume should be about 25% of the cement paste. The specific surface of the air bubble system need to be above 25 mm(2)/mm(3) and a spacing factor below about 0.16 rum. Powers explained these on the basis of his saturated flow hydraulic pressure mechanism. According to Powers' mechanism, the chemical nature of the air-entraining agent has no part in this improvement in performance. Helmuth, one of the principal co-workers of Powers, has questioned a number of assumptions of Powers' mechanism. Most importantly, Helmuth showed that ice penetrates concrete as dendritic crystals. Furthermore, a number of workers have shown that the chemical nature of the air-entraining agent affects the freeze-thaw resistance of cement-based materials. Some air-entraining agents do not improve the freeze-thaw resistance even though they entrain air of the required characteristics. In this paper, a modified and expanded version of Helmuth's model of ice penetration in concrete is utilised to explain the action of air bubbles. All air bubbles contain a layer of water on their inner surfaces. Surface tension spreads out water in the air bubbles as annular layers. Air-entraining agents may form or precipitate hydrophobic layers on air bubble surfaces. When an ice dendrite reaches an air bubble, the annular water layer freezes to an annular layer of ice. The hydrophobic layer on the air bubble surface reduces the ice-paste bond. Under this circumstance, the ice layer within the air bubble grows. During this growth, water is withdrawn from the surrounding by suction. A water movement under suction does not produce any expansive pressure. Withdrawal of water to the air bubbles explains the beneficial action of air entrainment. The specific efficiency of air-entraining agents is explained by the different degree of hydrophobicity produced by air-entraining agents. (C) 2002 Elsevier Ltd. All rights reserved.