The exo isomer of af latoxin B 1 (AFB 1 ) 8,9-epoxide appears to be the only product of AFB 1 involved in reaction with DNA and reacts with the N 7 atom of guanine via an S N 2 reaction from an intercalated state. Although the epoxide hydrolyzes rapidly in H 2 O (0.6 s ؊1 at 25°C), very high yields of DNA adduct result. Experimental binding data were fit to a model in which the epoxide forms a reversible complex with calf thymus DNA (K d ؍ 0.43 mg ml ؊1 , or 1.4 mM monomer equivalents) and reacts with guanine with a rate of 35 s ؊1 . Stopped-f low kinetic analysis revealed attenuation of f luorescence in the presence of DNA that was dependent on DNA concentration. Kinetic spectral analysis revealed that this process represents conjugation of epoxide with DNA, with an extrapolated rate maximum of 42 s ؊1 and half-maximal velocity at a DNA concentration of 1.8 mg ml ؊1 (5.8 mM monomer equivalents). The rate of hydrolysis of the epoxide was accelerated by calf thymus DNA in the range of pH 6-8, with a larger enhancement at the lower pH (increase of 0.23 s ؊1 at pH 6.2 with 0.17 mg DNA ml ؊1 ). The same rate enhancement effect was observed with poly[dA-dT]⅐poly[dAdT], in which the epoxide can intercalate but not form significant levels of N 7 purine adducts, and with singlestranded DNA. The increased rate of hydrolysis by DNA resembles that reported earlier for epoxides of polycyclic hydrocarbons and is postulated to involve a previously suggested localized proton field on the periphery of DNA. The epoxide preferentially intercalates between base pairs, and the proton field is postulated to provide acid catalysis to the conjugation reaction.Aflatoxin B 1 (AFB 1 ) exposure is a major factor in human liver cancer in some parts of the world. The compound is a natural product of the Aspergillus genus of molds, which grow on several foodstuffs stored in hot moist conditions, and is among the most potent hepatocarcinogens and genotoxins presently known. AFB 1 is enzymatically activated by cytochrome P450 3A4 to a very reactive epoxide (1, 2). AFB 1 exo-8,9-epoxide is the genotoxic isomer and reacts efficiently with DNA at the N 7 position of Gua, evidently after intercalation (Fig. 1) (3). We recently showed that AFB 1 exo-8,9-epoxide reacts spontaneously with H 2 O with a pseudo-first order rate of 0.6 s Ϫ1 at 25°C (4). Although DNA adduct yields have been determined (5), the instability of the AFB 1 exo-8,9-epoxide has precluded direct measurement of the reaction rate and the affinity for DNA.A proton-rich or low pH microenvironment at the surface of DNA molecules has recently been alleged, based on Poisson-Boltzmann distributions and Monte Carlo mathematical simulations (6, 7). We previously found the hydrolysis of AFB 1 exo-8,9-epoxide to be elevated by acid catalysis at pH Ͻ 5.4 but not base-catalyzed (4). Consequently, we considered this to be an excellent system for testing the theory of a proton-rich microenvironment around DNA, because such a field should enhance the hydrolysis rate. We show here that t...