To define aspects of lipid composition and bilayer asymmetry critical to barrier function, we examined the permeabilities of liposomes that model individual leaflets of the apical membrane of a barrier epithelium, Madin-Darby canine kidney type 1 cells. Using published lipid compositions we prepared exofacial liposomes containing phosphatidylcholine, sphingomyelin, glycosphingolipids, and cholesterol; and cytoplasmic liposomes containing phosphatidylethanolamine, phosphatidylserine, and cholesterol. The osmotic permeability of cytoplasmic liposomes to water (P f ), solutes, and NH 3 was 18 -90-fold higher than for the exofacial liposomes (P f(ex) ؍ 2.4 ؎ 0.4 ؋ 10 ؊4 cm/s, P f(cy) ؍ 4.4 ؎ 0.3 ؋ 10 ؊3 cm/s; P glycerol(ex) ؍ 2.5 ؎ 0.3 ؋ 10 ؊8 cm/s, P glycerol(cy) ؍ 2.2 ؎ 0.02 ؋ 10 ؊6 cm/s; P NH3(ex) ؍ 0.13 ؎ 0.4 ؋ 10 ؊4 cm/s, P NH3(cy) ؍ 7.9 ؎ 1.0 ؋ 10 ؊3 cm/s). By contrast, the apparent proton permeability of exofacial liposomes was 4-fold higher than cytoplasmic liposomes (P H؉(ex) ؍ 1.1 ؎ 0.1 ؋ 10 ؊2 cm/s, P H؉(cy) ؍ 2.7 ؎ 0.6 ؋ 10 ؊3 cm/s). By adding single leaflet permeabilities, we calculated a theoretical P f for a Madin-Darby canine kidney apical membrane of 4.6 ؋ 10 ؊4 cm/s, which compares favorably with experimentally determined values. In exofacial liposomes lacking glycosphingolipids or sphingomyelin, permeabilities were 2-7-fold higher, indicating that both species play a role in barrier function. Removal of cholesterol resulted in 40 -280-fold increases in permeability. We conclude: 1) that we have reconstituted the biophysical properties of a barrier membrane, 2) that the barrier resides in the exofacial leaflet, 3) that both sphingomyelin and glycosphingolipids play a role in reducing membrane permeability but that there is an absolute requirement for cholesterol to mediate this effect, 4) that these results further validate the hypothesis that each leaflet offers an independent resistance to permeation, and 5) that proton permeation was enhanced by sphingolipid/cholesterol interactions.