The two-photon excitation spectra of biphenyl and fluorene in dil. soln. were measured up to 50,000 cm-1. Both spectra exhibit a medium intense band system in the range 32,000-42,000 cm-1, and a strong band above 45,000 cm-1. The lowest frequency feature is assigned to a B3 symmetry transition in biphenyl and the corresponding B2 transition in fluorene. The polarization of the higher bands leads to the assignment of 2 A states at 38,000 and 47,000 cm-1. The origin of the electronically excited states of the biphenyl chromophore is discussed by simple composite mol. considerations as well as CNDO CI calcns. The latter give a semiquant. picture of transition energies and transition probabilities for 1- and 2-photon allowed excitations. A compilation of 1-photon spectra and calcns. from the literature is included in the anal. to provide a consistent picture of the electronically excited states of the biphenyl chromophore up to 50,000 cm-1.