Objective: Olopatadine, an effective topical ocular human conjunctival mast cell stabilizer/antihistaminic antiallergic drug, was evaluated and compared to selected classical antihistamines for their interaction with model and natural membranes to ascertain potential functional consequences of such interactions. Methods: The model membranes examined consisted of the argon-buffer interface and monomolecular films of 1-stearoyl-2-oleoyl-sn-glycero-3-phosphocholine (SOPC) at the argon-buffer interface. Interactions with the model membranes were detected as changes in surface tension, i.e., surface pressure. Functional consequences of these interactions were assessed with natural membranes by 6-carboxyfluorescein leakage, hemoglobin release, lactate dehydrogenase release, and histamine release from appropriate cell types. Results: Measurements at the argon-buffer interface revealed intrinsic surface activity for all agents that ranged from highly surface-active to weakly surface-active in the order of: desloratadine > clemastine > azelastine = ketotifen > diphenhydramine > pyrilamine > emedastine > epinastine =olopatadine. This order of amphipathic behavior was confirmed for most of the compounds by estimates of their dissociation constants (K d,L ) determined from interactions with SOPC monolayers adjusted to a surface pressure approximating that of natural membranes. Epinastine was the only antihistamine that showed a disproportionately greater increase in surface activity toward SOPC in monolayer when compared to other antihistamines. Dissociation constants could not be established for olopatadine because of its low affinity for both the argon-buffer interface and the SOPC monolayer. Functional consequences of these interactions were assessed with natural membranes by 6-carboxyfluorescein leakage (erythrocyte ghosts), hemoglobin release (erythrocytes), lactate dehydrogenase release (conjunctival mast cells, corneal epithelial cells), and histamine release (conjunctival mast cells). Aside from olopatadine and emedastine, all antihistamines promoted a concentration- dependent leakage of hemoglobin from intact erythrocytes. The concentration of drug required to cause half-maximal hemoglobin release (H 50 ) from erythrocytes correlated linearly (r = 0.98) with the SOPC dissociation constants (K d,L ) estimated for the different antihistaminic agents interacting with SOPC monolayers.A similarly high correlation (r = 0.85) emerged from a plot with a slope approaching unity that related drug concentrations required for half-maximal hemoglobin leakage from erythrocytes to threshold doses of drug that caused histamine release from human conjunctival mast cells. Olopatadine was the only agent that did not promote membrane perturbation as monitored by either hemoglobin release from intact erythrocytes, LDH release from human conjunctival mast cells, or 6-carboxyfluorescein release from erythrocyte ghosts. Assessment of the lytic potential of marketed concentrations of ketotifen (0.025%), azelastine (0.05%), and epinastine (0.05%) revealed significant membrane perturbation of human conjunctival mast cells and, importantly, human corneal epithelial cells as indexed by LDH release. This was in contrast to marketed concentrations of olopatadine (0.1%) which maintained normal mast cell and corneal epithelial cell membrane function. Conclusions: Combined, these results support the notion that the disruption of natural cell membranes by surface-active antihistamines occurs not through a receptor-mediated process, but is the consequence of a direct interaction of these agents with the cell membrane. This is corroborated by surface pressure-concentration isotherms for adsorption of five different antihistaminic agents to SOPC monolayers where 50% lysis occurred at a surface pressure of 42.9 ± 1.1mN/m. Olopatadine appears to be unique among the agents tested by demonstrating low intrinsic surface activity, thus limiting its interaction with natural membranes. At concentrations of about half-maximal compound solubility (i.e., 5.0mM or a 0.19% drug solution), olopatadine generated SOPC monolayer surface pressures (i.e., 39.82 ± 0.10 mN/m) that were below those that promoted membrane perturbation and onset of hemoglobin leakage. Olopatadine’s restricted interaction with membrane phospholipids limits the degree of membrane perturbation and release of intracellular constituents, including histamine, LDH,and hemoglobin, which is believed to contribute to olopatadine’s topical ocular comfort and patient acceptance.