A Pseudomonas putida 54G biofilm was grown on toluene vapor supplied as the sole external carbon and energy source in a flat plate biofilm reactor. Enumerations of cells in the biofilm were made using culture techniques (selective and nonselective for toluene) and microscopic techniques (total and respiring cells), and an analysis of the progression of the state of the culture was made by examination of various fractions of the populations. Long-term exposure to higher levels of toluene produced the following trends : (i) lower fraction of total cells that respired; (ii) lower fraction of culturable cells that also grew on toluene; (iii) higher fraction of respiring cells that could not grow on toluene plates; and (iv) a relatively constant fraction of total cells that could not be cultured on toluene. Respiration rate was determined using oxygen microsensors, and the fraction of the total respiration that was not associated with toluene uptake increased with higher toluene exposure. A combination of cryosectioning and respiration rate data was used to demonstrate that more respiring cells and a higher respiration rate both occurred at the base of the film, suggesting a deterioration in physiological state with continued exposure to toluene.