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We have investigated the time-dependent changes of mitochondria1 membrane potential and mass on splenocytes from young, adult and old normally fed animals as well as on adult rats fed a vitamin E deficient diet. and Nonyl Acridine Orange (NAO) were used as specific vital probes to monitor the membrane potential and mass of mitochondria, respectively, by means of flow cytometry Rh-123 uptake was high in an increasing number of cells from young and adult normally fed animals during the three-day culture period. On the contrary, splenocytes from old and vitamin E deficient animals showed a biphasic pattern. The number of cells showing a high uptake of Rh-123 increased after 24 hrs. from mitogenic stimulation, then it decreased at the two other time points considered. In parallel, a continuous increase of the number of cells with depolarised organelles (more than 50% by 72 hrs.) has been observed in cell from both old and vitamin E deficient animals These age-and diet-dependent alterations were hlly prevented adding reduced glutathione into the culture medium. These data support that the increase of respiration elicited by mitogenic stimulation results in free radical production which damages the mitochondria if the antioxidant defence system of the cell is not efficient, like during aging and in vitamin E deficiency. C46 THE SCAVENGING CAPACITY OF SERUM JNFJXJWCES