Cyclophosphamide (CP) must be enzymatically activated by cytochrome P450(CYP)-linked mixed-function oxidation pathway to be either mutagenic or teratogenic. Influences of alterations in hepatic mixed-function oxidase acitivity and glutathione (GSH) content on the embryotoxicity of CP were studied in rat whole embryo culture system. The embryotoxicity of CP was compared using rat S-9 fraction (S-9) pretreated with chemicals inducing different CYP isozymes, acetone (ACE), Aroclor 1254 (ARO), $eta$-naphthoflavone (NAF) and phenobarbital (PHE). When 10.5 day embryos were cultured in the immediately centrifuged rat serum for 48 hrs using general gas char{ging schedule, CP$(40{mu}g/ml)$ with S-9 induced by either NAF or PHE increased the incidence of realformations and significantly decreased embryonic growth compared with the non-induced S-9 group. ACE or ARO induced S-9 group showed no significant difference in embryonic growth. These data suggest that PB and/or NAF inducible CYP isoenzymes are mainly involved in the activation of CP. To examine the effect of GSH on the embryotoxicity of CP, 10.5 day embryos were exposed to CP and S-9 after preincubation with 10 mM of GSH for 3 hrs. In the GSH pretreated group the growth of embryos increased significantly compared with that of the untreated group, suggesting that GSH may protect embryos in culture from some toxic effects of CP.