Background: Existing models to estimate the metabolically active body cell mass (BCM) component in vivo remain incompletely developed. The classic Moore model is based on an assumed BCM potassium content of 120 mmol/kg. Objectives: To develop an improved total-body potassium (TBK) independent BCM prediction model based upon an earlier model of Cohn and colleagues; to apply this improved model in subjects to explore the sex and age-dependence of TBK/BCM ratio; to develop a new TBK/BCM model based upon physiological associations between TBK and total-body water (TBW) at the cellular level of body composition; and to fit this new model with available reference data. Design: Subjects were 112 healthy adults who had the following components measured: TBW by ²H₂O or ³H₂O; extracellular water by NaBr; total-body nitrogen by in vivo neutron activation; bone mineral by dual-energy x-ray absorptiometry; and TBK by whole-body counting. Human reference data were collected from earlier published reports. Results: The improved Cohn model-derived TBK/BCM was (mean ± SD) 109.0 ± 10.9 mmol/kg and was not significantly related to sex and age. A simplified version of the new TBK-TBW model provided a TBK/BCM ratio almost identical (109.1 mmol/kg) to that derived by the improved Cohn model. The TBK-BCM prediction formula derived from the improved and new models [BCM (kg) = 1/109 x TBK (mmol); or BCM = 0.0092 x TBK] gives BCM estimates ~11% higher than the classic Moore model (BCM = 0.0083 x TBK) formulated on rough tissue composition estimates. Conclusions: The present analyses provide a physiologically-based improved and validated TBK- BCM prediction formula that should prove useful in body composition and metabolism research.