In order to answer some of Proudman's questions (1956) concerning shear layers in rotating fluids, a study is made of the flow between two coaxial rotating discs, each having an arbitrary small angular velocity superposed on a finite constant angular velocity. It is found that, if the perturbation velocity is a smooth function of r, the distance from the axis, then the angular velocity of the main body of fluid is determined by balancing the outflow from the boundary layer on one disc with the inflow to the boundary layer on the other at the same value of r. At a discontinuity in the angular velocity of either disc a shear layer parallel to the axis occurs. If the angular velocity of the main body of the fluid is continuous, according to the theory given below the purpose of this shear layer is solely to transfer fluid from the boundary layer on one disc to the boundary layer of the other. It has a thickness O(v1/3), where v is the kinematic viscosity, and in it the induced angular velocity is O(v1/6) of the perturbation angular velocity of the discs. On the other hand, if the angular velocity of the main body of fluid is discontinuous, according to the theory given below the thickness of the shear layer is O(v1/4). A secondary circulation is also set up in which fluid drifts parallel to the axis in this shear layer and is returned in an inner shear layer of thickness O(v1/3).The theory is also applied to the motion of fluid inside a closed circular cylinder of finite length rotating about its axis almost as if solid.