A method is described for measuring the specific capacitance (Cm) of lipid bilayer membranes with an estimated experimental error of only 1%. The gross capacitance was measured with an AC Wheatstone bridge and a photographic technique was used to determine the area of thin membrane. The results of measurements on oxidized cholesterol-decane membranes formed in 1 x 10-2 M KCl show that Cm depends upon temperature, voltage, time, and the age of the bulk membrane solutions. For a freshly thinned membrane (from 5 week old solution), Cm increases exponentially from an initial value of 0.432 +/-0.021 (SD) microF/cm2 with a time constant of [~]15 min. A 100 mv potential applied across the membrane for 10-20 min prior to making measurements eliminated this time dependence and produced final-state membranes. Cm of final-state membranes depends upon applied voltage (Va) and obeys the equation Cm = C0 + betaVa2 where Va [~=] VDC + VrmsAC. C0 and beta depend upon temperature; C0 decreases linearly with temperature while beta increases linearly. At 20degreesC, C0 = 0.559 +/-0.01 (SD) microF/cm2 and beta = 0.0123 +/-0.0036 (SD) (microF/cm2)/(mv2) and at 34degreesC, C0 = 0.472 +/-0.01 and beta = 0.0382 +/-0.0039. These variations in Cm are interpreted as resulting from thickness changes. The possibility that they result from diffuse layer and/or membrane dielectric phenomena is discussed and found to be unlikely. The results are discussed in terms of membrane stability by constructing hypothetical potential energy vs. thickness curves.