Incubation of Molt-4 cells in 4 ;LM 2'3'-dideoxycytidine did not produce a significant change in the mitochondrial ultrastructure after 4 days; however, by 12 days, the mitochondrial ultrastructure was distorted, with condensed cristae or vacuolization, or both. Concentration-dependent decreases in both cell growth (mean 50% inhibitory concentration, 4.70 + 0.5 ,uM) and mitochondrial DNA content (mean 50% inhibitory concentration, 0.46 + 0.06 ,uM) occurred after incubation with 2'3'-dideoxycytidine for 4 days.2'3'-Dideoxycytidine (DDC), a deoxynucleoside analog, has activity against human immunodeficiency virus type 1 (HIV-1) in vitro (15) and in vivo (14,25). The selective effect of DDC triphosphate (DDC-TP) on the HIV-1 reverse transcriptase is thought to be due to the lower Ki for the viral reverse transcriptase (Ki = 0.26 ,uM) as opposed to higher Kis for the host nuclear alpha and beta DNA polymerases (Kis = 110 and 2.6 ,uM, respectively) (7, 24). DDC-TP also inhibits the mitochondrial gamma DNA polymerase (Ki = 0.016 ,uM) and does so at concentrations that are comparable to or less than the concentrations necessary to inhibit the viral reverse transcriptase (3, 24). Cells cultured with DDC at concentrations that are comparable to those that can be obtained therapeutically in human plasma (12) produce intracellular concentrations of DDC-TP (4, 24) that are capable of inhibiting the mitochondrial gamma DNA polymerase.The major toxic effect of DDC that limits the dose that can be used is a painful, reversible, primarily sensory peripheral neuropathy, but DDC can also cause granulocytopenia and thrombocytopenia (13). The toxicity of DDC in humans suggests that it must have another site of activity in vivo, apart from inhibiting the HIV-1 reverse transcriptase. Studies of the effect of DDC (and zidovudine [AZT]) on isolated rat liver mitochondria revealed a reduction in the incorporation of radioactive deoxynucleoside triphosphates into mitochondrial DNA (22). DDC-TP caused a reduction of tritiated thymidine uptake by mitochondria isolated from HeLa cells (27). Chen and Cheng (2)