In the past it has not been possible to measure optically the membrane potential of cells and collections of cells that are either naturally photosensitive or that can be activated by photolyzable caged transmitter molecules. This paper reports on a unique application of nonlinear optics that can monitor the potential of cellular membranes with a near-infrared source. Among many other singular advantages, this nonlinear optical approach to measuring membrane potential does not activate light sensitive cells or cell suspensions and cellular networks surrounded with photolyzable molecules. To demonstrate this capability we show that the technique can be applied to living photoreceptor cells that are very sensitive to visible light. These cells are ideal for characterizing such a new technique, not only because of their unmatched sensitivity to light, but also because their electrical responses have been extensively characterized (Minks and Selinger, 1992).