The toxic elfects of various concentrations of 2',3'-dideoxycytidine (ddC), 2',3'-dideoxy-2',3'-didehydrothymidine (D4T), and 2',3'-dideoxyinosine (ddl) on CEM cells after 4 days of culture were assessed by measuring cell viability, mitochondrial DNA (mtDNA) content, and mitochondrial morphology. Cell (14,20,21). These compounds include azidothymidine (AZT), 2',3'-dideoxycytidine (ddC), 2',3'-dideoxyinosine (ddI), and 2',3'-didehydro-3'-deoxythymidine (D4T). Each of these compounds is phosphorylated to an active triphosphate form after entry into the cell and then acts as a DNA chain terminator and/or a competitor by blocking the incorporation of the respective normal deoxynucleoside 5'-triphosphate.The continuous usage of these compounds is necessary for the suppression of HIV replication in AIDS patients. One complication of this continuous usage is the toxicities of these compounds. Bone marrow suppression, primarily macrocytic anemia and leukopenia, is the major toxic effect in AIDS patients receiving AZT therapy (16), whereas patients on continuous doses of ddC develop a painful peripheral neuropathy (8). A similar delayed-type toxicity of the peripheral nervous system has also been reported in patients treated with ddl and D4T (20).It was shown in this laboratory that mitochondrial DNA (mtDNA) synthesis in CEM cells cultured in the presence of ddC, D4T, or ddl was significantly inhibited but that growth was not retarded for several generations (5,6 Determination of mtDNA content. Aliquots of cells cultured in the presence or absence of drugs were harvested by centrifugation (800 x g) and were washed twice with phosphatebuffered saline (PBS). Cell pellets were resuspended in 100 ,ul of 10 mM Tris-HCl (pH 7.5) and were subjected to three freeze-thaw cycles. The cell lysates were incubated with RNase (10 ,ug/ml) at 37°C for 1 h. The samples were then treated with proteinase K (100 ,ug/ml) at 55°C for 3 h.