The light and CO2 response of (a) photosynthesis, (b) the activation state and total catalytic efficiency (K(cata)) of ribulose-1,5-bisphosphate carboxylase (rubisco), and (c) the pool sizes of ribulose 1,5-bisphosphate, (RuBP), ATP, and ADP were studied in the C3 annuals Chenopodium album and Phaseolus vulgaris at 25-degrees-C. The initial slope of the photosynthetic CO2 response curve was dependent on light intensity at reduced light levels only (less than 450 micromoles per square meter per second in C. album and below 200 micromoles per square meter per second in P. vulgaris). Modeled simulations indicated that the initial slope of the CO2 response of photosynthesis exhibited light dependency when the rate of RuBP regeneration limited photosynthesis, but not when rubisco capacity limited photosynthesis. Measured observations closely matched modeled simulations. The activation state of rubisco was measured at three light intensities in C. album (1750, 550, and 150 micromoles per square meter per second) and at intercellular CO2 partial pressures (C(i)) between the CO2 compensation point and 500 microbars. Above a C(i) of 120 microbars, the activation state of rubisco was light dependent. At light intensities of 550 and 1750 micromoles per square meter per second, it was also dependent on C(i), decreasing as the C(i) was elevated above 120 microbars at 550 micromoles per square meter per second and above 300 microbars at 1750 micromoles per square meter per second. The pool size of RuBP was independent of C(i) only under conditions when the activation state of rubisco was dependent on C(i). Otherwise, RuBP pool sizes increases as C(i) was reduced. ATP pools in C. album tended to increase as C(i) was reduced. In P. vulgaris, decreasing C(i) at a subsaturating light intensity of 190 micromoles per square meter per second increased the activation state of rubisco but had little effect on the K(cat). These results support modelled simulations of the rubisco response to light and CO2, where rubisco is assumed to be down-regulated when photosynthesis is limited by the rate of RuBP regeneration.