This study was designed to evaluate the time-dependent changes of mitochondrial membrane potential and mass during Con-A-induced proliferation of splenic lymphocytes from rat fed a normal or a vitamin E deficient diet. Rhodamine 123 and Nonyl Acridine Orange were used as specific probes to monitor the membrane potential and mass of mitochondria, respectively, by means of flow cytometry. The results demonstrate that the increase of Rh-123 and NAO uptake observed in cells from normally fed rats was prevented by vitamin E deficiency, at any time considered. After 72 h from Con A stimulation, 62% of cells from controls, as against 16% of cells from vitamin E deficient rats, showed hyperpolarized mitochondria. At the same time, in this last group, 60% of cells had depolarized organelles. The same pattern was observed considering the changes of mitochondrial mass, measured using NAO as a probe. These data support that mitogenic stimulation induced an increase of the respiratory activity of mitochondria with subsequent production of superoxide radicals. This resulted in depolarization and loss of mass of the organelles if the intracellular level of vitamin E is not adequate.