A cross-sectional preparation was designed in which multiple micro-electrodes can be precisely positioned to impale smooth muscle cells anywhere from the serosa to the submucosa. Intracellular electrical recordings were obtained from gastric antral circular muscle cells from the myenteric plexus to the submucosa. The resting membrane potential changed linearly as a function of distance from the myenteric plexus to the submucosa. Slow wave upstroke dV/dt, upstroke potential amplitude, and plateau potential amplitude changed linearly as a function of distance from the myenteric plexus to the submucosa. When slow waves were recorded simultaneously from a circular cell near the myenteric plexus and from a cell near the submucosa, the event always occurred first in the cell near the myenteric plexus. Electrical differences did not appear to be caused by electrotonic decay of slow waves as they propagated through the circular muscle. Electrical differences could not be explained on the basis of differences in intrinsic neural activity or prostaglandin synthesis. Membrane polarization could not explain the differences in slow waves between myenteric and submucosal circular muscle cells. The conclusion of this paper is that fundamental differences exist between the excitability mechanisms and/or passive membrane properties of cells near the myenteric plexus and the submucosa. These differences might be manifest in different motor performance of these two muscle cell populations.