The a-hydroxybenzylphosphonates 1 a-l j of the antiviral drug 3'-azido-2',3'-dideoxythymidine 5 (AZT) as potential lipophilic prodrugs were readily accessible in 49% to 87 YO yield via a four-step synthetic pathway introducing the modifications in the aromatic ring system in the last step by making use of intermediate 6. All compounds l a -l j exhibited higher partition coefficients in 1-octanol/water than AZT (5).In hydrolysis studies at pH 7.5 we observed that precursors to bioactive compounds were delivered by simple hydrolysis of the lipophilic precursors l a -l j via two different mechanisms: the phosphonate-phosphate rearrangement leading to the benzylphosphotriesters 2 and/or the direct cleavage into the di-AZT phosphonate 6. Both compounds 2 and 6 were further degraded yielding the potentially antiviral active compounds 4 and 8 , respectively. The hydrolysis pathway could be controlled by the substitution pattern in the benzylic moiety. Identical hydrolytic behavior of 1 was detected in "biological" hydrolysis kinetics by using a RPMI culture medium containing 10 % heat-inactivated fetal calf serum (FCS). The title compounds la-1 j exhibited considerable HIV-1 and HIV-2 activity in wild-type CEM/O cells.Today, the most successful therapy against retroviral infections such as AIDS is based on the use of analogs of natural nucleosides [']. Most of these nucleoside analogs are 2',3'-dideoxynucleosides (e.g. 3'-azido-2',3'-dideoxythymidine (AZT)n). The mode of action of these nucleoside analogs is the inhibition of the replicating enzyme of HIV, reverse transcripta~e [~,~] or the incorporation into the growing DNA chain which results in chain terminati~n [~]. Hence, in order to develop their biological activity, the nucleoside analogs have to be metabolized into their 5'-triphosphate derivatives inside the infected cell. This biotransformation is effected by host cell kinases in three steps via the nucleoside monophosphate and the nucleoside diphosphateI2I. Some nucleoside analogs are known to be suitable inhibitors of the reverse transcriptase in vitro when used as the triphosphates, but are not active in vivo because no phosphorylation occurs [5]. In most cases the first kinase step leading to the monophosphate is the metabolization determining step. So by-passing this kinase by releasing monophosphorylated nucleosides from a prodrug is one attempt to improve the therapeutic potential of the drugsL6I. The advantage of a prodrug is obvious, because also non-active analogs such as 2',3'-dideoxyuridine (ddU) could be used in antiviral chemotherapy. A prodrug for that purpose has to fulfill two requirements: i) it has to be lipophilic for passive membrane diffusion and it has to be transported through the blood brain barrier; ii) furthermore, it should be able to deliver the nucleoside monophosphate spontaneously or enzymatically leaving a non-toxic masking group. Lipophilic nucleoside phosphoric acid triesters were studied with the purpose of releasing bioactive, phosphorylated compounds by hydrolytical or en...