As part of a detailed survey of the kinematics and dynamics in a sampl
e of non-interacting Sa galaxies, we present H I synthesis maps, optic
al images and optical emission and absorption line long slit spectra o
f the small-bulged Sa galaxy NGC 4138. Located in a loose group domina
ted by early type spirals but with no near companions, NGC 4138 appear
s morphologically smooth and undisturbed, except for a dust lane visib
le on the southeastern side of the galaxy. As traced by stellar Mg I b
absorption lines, the primary stellar disk contains similar to 80% of
the stars; the presence of Her absorption suggests that star formatio
n in this component ceased similar to 10(8) yr ago. The remaining star
s, along with the H I and emission line gas, are rotating counter to t
he primary stellar disk with comparable observed velocity. The counter
-rotating stars are present throughout the disk of the galaxy but peak
at the same location as local maxima in the I-band luminosity and the
H I distribution and a ring of H II regions at a radius of similar to
22 ''. The velocity dispersion of the primary disk stars is systemati
cally larger than that of the counter-rotating stars, suggesting mild
heating of the older component. The H I gas extends to 2.5 times the r
adius of the stellar disk. Overall, the H I surface density is low, an
d the derived M(HI)/L(B) is higher than average for an Sa. The well-or
dered appearance of the H I velocity field implies quiescent rotation
in a disk. The H I rotation curve can be traced to 16 disk scale lengt
hs, and appears to decline by more than 100 km s(-1) beyond the optica
l edge. However, the presence of gas at large projected distances alon
g the minor axis suggest instead that the outer H I disk is strongly w
arped. Because of the possibility of a significant warp, mass modellin
g is ambiguous, giving ratios of dark to luminous matter ranging from
unity (falling rotation curve with no warp) to 5.5 (flat rotation curv
e with a strong warp). In either case, the counter-rotation component
accounts for similar to 25% of the total luminous mass of the galaxy.
The counter-rotating disk may either be the result of a merger of a sp
iral with a gas-rich dwarf, or the continual infall of material of opp
osite spin vector onto the galaxy. Both models are constrained by the
small bulge, the presence of A stars in the primary disk, and the over
all smooth morphology of the galaxy. (C) 1996 American Astronomical So
ciety.