4',5'-Diaminofluoresein (DAF)a nd 4',5'-bis(dimethylamino)fluorescein (BDMAF)h ave been synthesized and their pH-dependent photophysical properties and protolytic equilibria investigated. Although the parentf luorescein exhibits decreased emission upon decreasing pH, DAF displayed quenched emission at all pH values;s urprisingly, BDMAF exhibiteds trong fluorescenceo nly at pH 3-6, with its emission almost completely quenched under strongly acidic, neutral, and basic conditions. Fluorescein and its derivatives are used widely in modernb iochemical, biological,m edicinal, and photochemical research because of their excellent photophysical properties (Figure S1).[1] The light absorption and fluorescencep roperties of fluoresceind epend on the pH of the medium-the result of its containing acidic functional groups.[2] The protolytic equilibrium of fluorescein involves four species (cation, neutral, monoanion, dianion), with values of pK a of approximately 2, 4, and 6 (Scheme S1). Although the monoanionic and dianionic forms are the main ground-state species under biologically relevant conditions, their photophysical properties are quite distinct. For example, the absorbance of the monoanionic form is weak and its maximum is blue-shifted relative to that of the dianionic form. More importantly,t he fluorescencei ntensity of the monoanionic form is significantly lower than that of the dianionic form. Therefore, the pH of the mediumi sa ni mportant factor when studying systemsc ontaining fluorescein because it will exhibit weak emission intensity in aw eakly acidic environment. Because the value of pK a of the phenolic unit involved in the equilibrium between the monoanionic and dianionic forms in aqueous solutioni sa pproximately 6, close to the physiological pH, fluorescein derivatives containing electron-withdrawing groups (e.g.,halogen atoms on the xanthene ring) have been prepared previouslyi na ttempts to increase the acidity of the phenolic group.[3] Nevertheless, these compounds, like fluorescein,h ave exhibited pH-sensitivity problems of their own, with the fluorescencee missiond ecreasing upon decreasing the pH.Various intracellularo rganellesm aintain as teady pH, typically in the range from 5.0 (lysosomes)t o8 .0 (mitochondria).[4] In particular, there is increasing interesti nd eveloping efficient probesf or detecting the acidic pH induced by the active metabolism of cancer cells.[5] Therefore, we became interested in preparing fluoresceind erivativesd isplaying good fluorescence properties under acidic pH. We found recently that the introductiono fa mino or N,N-dimethylamino moieties on the fluorene ring led to significantly enhanced emissionsu nder acidic pH, relative to those under neutralo rb asic pH.[6] Some examples of fluoresceind erivatives having amino groups on the benzoica cid ring, rather than on the xanthene structure, have been reported, but their fluorescencei squenched at all values of pH. [7] 4',5'-Dimethyl-2',7'-diaminofluorescein is, to the best of our knowledge, the only exampl...