Our goal was to quantify mitochondrial and plasma potential (⌬m and ⌬p) based on the disposition of rhodamine 123 (R123) or tetramethylrhodamine ethyl ester (TMRE) in the medium surrounding pulmonary endothelial cells. Dyes were added to the medium, and their concentrations in extracellular medium ([Re]) were measured over time. R123 [Re] fell from 10 nM to 6.6 Ϯ 0.1 (SE) nM over 120 min. TMRE [Re] fell from 20 nM to a steady state of 4.9 Ϯ 0.4 nM after ϳ30 min. Protonophore or high K ϩ concentration ([K ϩ ]), used to manipulate contributions of membrane potentials, attenuated decreases in [Re], and P-glycoprotein (Pgp) inhibition had the opposite effect, demonstrating the qualitative impact of these processes on [Re]. A kinetic model incorporating a modified Goldman-Hodgkin-Katz model was fit to [R e] vs. time data for R123 and TMRE, respectively, under various conditions to obtain (means Ϯ 95% confidence intervals) ⌬m (Ϫ130 Ϯ 7 and Ϫ133 Ϯ 4 mV), ⌬p (Ϫ36 Ϯ 4 and Ϫ49 Ϯ 4 mV), and a Pgp activity parameter (KPgp, 25 Ϯ 5 and 51 Ϯ 11 l/min). The higher membrane permeability of TMRE also allowed application of steady-state analysis to obtain ⌬m (Ϫ124 Ϯ 6 mV). The consistency of kinetic parameter values obtained from R123 and TMRE data demonstrates the utility of this experimental and theoretical approach for quantifying intact cell ⌬m and ⌬p. Finally, steady-state analysis revealed that although room air-and hyperoxia-exposed (95% O2 for 48 h) cells have equivalent resting ⌬m, hyperoxic cell ⌬m was more sensitive to depolarization with protonophore, consistent with previous observations of pulmonary endothelial hyperoxia-induced mitochondrial dysfunction. mathematical modeling; rhodamine 123; tetramethylrhodamine ethyl ester; multidrug transporter P-glycoprotein; hyperoxia PULMONARY ENDOTHELIAL mitochondrial and plasma membrane potentials (⌬ m and ⌬ p , respectively) are implicated in bioenergetic, metabolic, and signaling processes contributing to normal lung function and in injury (16,24,33,54,67,69). In most eukaryotic cells, ⌬ m is the major component of the mitochondrial electrochemical transmembrane potential and, as such, is involved in pulmonary endothelial mitochondrial ATP generation, regulation of calcium homeostasis, apoptosis, nitric oxide signaling, and other functions (19,58,60,61). Dissipation of ⌬ m is considered a hallmark of mitochondrial dysfunction in diverse cell types, including pulmonary endothelial cells exposed to oxidative stresses and bleomycin (24,33,43,54,69). On the other hand, pulmonary endothelial ⌬ p is implicated in regulating channel-mediated calcium entry as a key signaling response to mechanical stimuli, vasoactive substances, oxidative stress, ischemia, and hypoxia (14,17,31,49,59,67,70). Thus the ability to quantify ⌬ m and ⌬ p is important for characterization of mechanisms underlying pulmonary endothelial responses to injury and adaptation and for evaluation of the utility of therapeutics directed at restoration of normal metabolic, signaling, and bioenergetic function.Whi...