Respiring cytochrome c oxidase proteoliposomes generate internal alkalinity (delta pH) and a membrane potential (delta psi). Valinomycin collapses delta psi, increases delta pH, and slows steady state respiration. If delta pH is heterogeneously expressed trapped probes will underestimate it. Internal pH changes were therefore followed in COV containing two buffer systems of differing pKs. The alkalinization rate at pH 7 was unaffected by adding AMPSO (pK 9.0) to the usual internal HEPES (pK 7.5). At higher pH, AMPSO slowed the approach to steady state. delta pH inhibition is therefore not due to a large alkalinization in a small COV fraction. The O2-reducing center may move protons via a local aqueous phase that is near electrical and pH equilibrium with the phase inside the COV. The dielectric in this membrane region can put the center electrically 'inside' even though it is physically 'outside'.