The Internet Engineering Task Force (IETF) is in the process of adopting standards for IP-layer encryption and authentication (IPSEC). We show how ''probable plain-text'' can be used to aid in cryptanalytic attacks, and analyze the protocol to show how much probable plaintext is available. We also show how traffic analysis is a powerful aid to the cryptanalyst. We conclude by outlining some likely changes to the underlying protocols that may strengthen them against these attacks.