Cytochrome oxidase proteoliposomes were prepared from bovine heart oxidase. Size distributions determined by quasi-elastic light scattering (QELS) showed that there was a small population of large vesicles (120-200-nm diameter) and a large population of small vesicles (50-100-nm diameter). Trapping cytochrome c inside the proteoliposomes did not significantly alter this size distribution. Separation of the vesicles by gel filtration, however, revealed that the cytochrome c/cytochrome a ratio is higher in the larger vesicles. Internally trapped cytochrome c can be reduced by the membrane-permeable reductants 2,3,5,6-tetramethyl-p-phenylenediamine (DAD) or N,N,N',N'-tetramethyl-p-phenylenediamine (TMPD). Respiration on internal cytochrome c generated a membrane potential of 53 mV (positive inside) and a pH gradient of 0.2 (acid inside) as monitored by the optical probes oxonol V and pyranine, respectively. But the true magnitude of these gradients in individual proteoliposomes is complicated by vesicle heterogeneity. The membrane potential increased biphasically with increasing concentration of reductant. Ionophore sensitivity was higher for the "low Km" phase, and respiration became increasingly uncoupled as the reductant concentration was increased. These findings are consistent with a kinetic heterogeneity such that vesicles respiring at lower reductant concentrations generate a higher proton motive force than those with a larger Km. The steady-state internal acidification induced by turnover of the internally facing enzyme is probably maintained by both cytochrome oxidase proton translocation and a TMPD+/H+ antiport present in these vesicles [Cooper, C. E., & Nicholls, P. (1987) FEBS. Lett. 223, 155-160].