1. The fluorescent dye Merocyanine-540 and the two weakly fluoresecnet dyes Merocyanine-rhodanine and Merocyanine-oxazolone are shown to respond as optical probes of membrane potential in heart muscle. 2. In frog hearts stained with Merocyanine-540, the absorption at 540 nm decreases by 0.1-1.0% and increase at 570 nm excitation wave-length, the fluorescence increases by 1-2%. The time course of all three optical measurements follows the kinetics of the action potential. 3. Merocyanine-rhodanine exhibits potential-dependent optical responses through a 0.5% decrease in absorption at 750 nm, and Merocyanine-oxazolone has a 1.0% decrease in absorption at 720 nm. Their optical responses have a signal-to-noise ratio of 100/1 and 500/1, respectively. 4. The action spectrum of Merocyanine-rhodanine is triphasic in frog heart with an increase in transmittance from 780 to 700, a decrease from 700 to 600, and increase from 600 to 450 nm. Merocyanine-oxazolone shows only increases in transmittance during membrane depolarization. 5. The optical responses of these probes are linear with respect to changes in membrane potential. 6. Pharmacological agents or ionic interventions do not alter the membrane potential sensitivity of Merocyanine-540. 7. Rapid spectrophotometric measurements at various phases of the action potential indicate that the potential dependent optical signals of Merocyanine-540 are produced by changes in amplitude of fluorescence and absorption bands. The lack of wave-length displacement as a function of membrane potential, i.e. electrochromism, is not the mechanism governing the voltage sensitivity of Merocyanine-540. 8. The data suggest that these Merocyanine dyes bind to the plasma membrane and serve as linear optical probes of membrane potential in heart muscle.