1 The membrane conductance changes underlying the membrane hyperpolarizations induced by nitric oxide (NO), S-nitroso-L-cysteine (NC) and sodium nitroprusside (SNP) were investigated in the circular smooth muscle cells of the guinea-pig proximal colon, by use of standard intracellular microelectrode recording techniques.2 NO (1%), NC (2.5-25 AM) and SNP (1-1000 FM) induced membrane hyperpolarization in a concentration-dependent manner, the hyperpolarizations to NO and NC developing more rapidly than those to SNP. The slower-developing responses to SNP were mimicked by the membrane permeable analogue of guanosine 3':5' cyclic-monophosphate (cyclic GMP), 8-bromo-cyclic GMP (500 AM), and by isoprenaline (10 AM).3 The hyperpolarizations to NC and SNP were reduced in a low Ca2" (0.25 mM) saline and upon the addition of haemoglobin (20 AM), but were not effected by NG-nitro-L-arginine (L-NOARG) (100 AM) or cw-conotoxin GVIA (100 nM). The hyperpolarizations to SNP were also significantly reduced by methylene blue (50 AM). However, TEA (5-15 mm) reduced the membrane hyperpolarizations to SNP (10 AM) and isoprenaline (10 AM) in a concentration-dependent manner. The hyperpolarization to isoprenaline (10 AM) remaining in the presence of 15 mm TEA was blocked by ouabain (10 M). 5 The amplitude of electrotonic potentials (1 s duration) elicited during NO donor hyperpolarizations were little changed or only slightly reduced (5-25%). However, the amplitude of the electrotonic potentials elicited during maintained electrically-induced hyperpolarizations of similar amplitude were significantly increased (30-150%), suggesting that the non-linear membrane properties of the proximal colon partially mask an increase in membrane conductance elicited during the NO donor hyperpolarizations. 6 Membrane hyperpolarization in the presence of an NO donor, 8-bromo-cyclic GMP, isoprenaline, or upon application of a maintained hyperpolarizing electrical current, often evoked oscillations of the membrane potential. These oscillations were prevented by Cs' (1 mM). 7 These results indicate that NO and NC hyperpolarize the circular muscle of the proximal colon by activating at least two TEA-resistant membrane K+ conductances, one of which is sensitive to apamin blockade. The K+ conductance increases activated by SNP or 8-bromo-cyclic GMP were little effected by apamin, perhaps suggesting a common mechanism. In contrast, the hyperpolarization to isoprenaline appears to involve the activation of TEA-sensitive Ca2+-activated K+ ('BK') channels, as well as a Na:K ATPase. Finally, the 'background' membrane conductance of the circular muscle cells of the proximal colon decreased upon membrane hyperpolarization to reveal oscillations of the membrane potential which may well represent 'pacemaker' or 'slow wave' activity.