Thymidylate synthase (TS), an enzyme that is essential for DNA synthesis, was found to be associated mainly with the nucleolar region of H35 rat hepatoma cells, as determined both by immunogold electron microscopy and by autoradiography. In the latter case, the location of TS was established through the use of [6-3 H]5-fluorodeoxyuridine, which forms a tight ternary complex of TS with 5-fluorodeoxyuridylate (FdUMP) and 5,10-methylenetetrahydrofolylpolyglutamate within the cell. However, with H35 cells containing 50 -100-fold greater amounts of TS than unmodified H35 cells, the enzyme, although still in the nucleus, was located primarily in the cytoplasm as shown by autoradiography and immunohistochemistry. In addition, TS was also present in mitochondrial extracts of both cell lines, as determined by enzyme activity measurements and by ternary complex formation with [ 32 P]FdUMP and 5,10-methylenetetrahydrofolate. Another unique observation is that the enzyme appears to be a phosphoprotein, similar to that found for other proteins associated with cell division and signal transduction. The significance of these findings relative to the role of TS in cell division remains to be determined, but suggest that this enzyme's contribution to the cell cycle may be more complex than believed previously.Thymidylate synthase (TS, EC 2.1.1.45) 1 is a unique enzyme in nature by virtue of the fact that one of the substrates in the reaction, CH 2 H 4 PteGlu serves to reductively methylate the second substrate, dUMP, to yield dTMP and H 2 PteGlu. Because dTMP plays an essential role in the synthesis of DNA, the enzyme has been a chemotherapeutic target since its discovery about 40 years ago (1). The DNA sequences of some 30 different species of TS have been clarified (2) establishing it as one of the most phylogenetically conserved proteins known. X-ray crystal structures for the Lactobacillus casei (3), Escherichia coli (4, 5), and human TSs (6) have been utilized to define the mechanism by which the substrates interact with the enzyme to form product and the nature of the inhibition affected by substrate analogues, as well as to aid in the rational design of potential chemotherapeutic agents (7).While much is known about the physical and enzymic properties of TS, less is known about how the enzyme is regulated within the cell, its structural location, and its potential interaction with other proteins. Recent studies indicate that this enzyme may be regulated at both the transcriptional (8) and translational levels of synthesis (9), while earlier studies suggested that TS forms multienzyme complexes involved in DNA synthesis both in T-even phage-infected E. coli (10, 11) and eukaryotic cells (12, 13). These findings are compounded further now by the enzyme's apparent association with the nucleolus of the cell and its state of phosphorylation, as will be described in this paper. In addition we will provide evidence that TS may be located also in the mitochondria of cells as has been described recently for a bifunctional dihydrof...