In Necturus gallbladder epithelium, lowering serosal [Na ÷] ([Na+]3 reversibly hyperpolarized the basolateral cell membrane voltage (Vc,) and reduced the fractional resistance of the apical membrane (fR~). Previous results have suggested that there is no sizable basolateral Na + conductance and that there are apical Ca~+-activated K ÷ channels. Here, we studied the mechanisms of the electrophysiological effects of lowering [Na+]s, in particular the possibility that an elevation in intracellular free [Ca 2+] hyperpolarizes V,, by increasing gK ÷. When [Na+]s was reduced from 100.5 to 10.5 mM (tetramethylammonium substitution), V,~ hyperpolarized from -68 -+ 2 to a peak value of -82 -2 mV (P < 0.001), and fR a decreased from 0.84 +-0.02 to 0.62 +-0.02 (P < 0.001). Addition of 5 mM tetraethylammonium (TEA +) to the mucosal solution reduced both the hyperpolarization of Vc~ and the change in fR~, whereas serosal addition of TEA + had no effect. Ouabain (10 -4 M, serosal side) produced a small depolarization of Vc, and reduced the hyperpolarization upon lowering [Na+]s, without affecting the decrease in fR a. The effects of mucosal TEA + and serosal ouabain were additive. Neither amiloride (10 -5 or 10 -s M) nor tetrodotoxin (10 -~ M) had any effects on Vcs or fR a or on their responses to lowering [Na+]~, suggesting that basolateral Na + channels do not contribute to the control membrane voltage or to the hyperpolarization upon lowering [Na+]5. The basolateral membrane depolarization upon elevating [K+]s was increased transiently during the hyperpolarization of Vc~ upon lowering [Na+]s. Since cable analysis experiments show that basolateral membrane resistance increased, a decrease in basolateral C1-conductance (gC1-) is the main cause of the increased K + selectivity. Lowering [Na+]s increases intracellular free [Ca2+], which may be responsible for the increase in the apical membrane TEA+-sensitive gK +. We conclude that the decrease in fR~ by lowering [Na÷]~ is mainly caused by an increase in intraceUular free [Ca2÷], which activates TEA+-sensitive maxi K ÷ channels at the apical membrane and decreases apical membrane resistance. The hyperpolarization of Vc, is due to increases in: (a) apical membrane gK ÷, (b) the contribution of the Na + pump to Vc~, (c) basolateral membrane K ÷ selectivity (decreased gCl-), and (d) intraepithelial current flow brought about by a paracellular diffusion potential.