Cytotoxicity of dental restorative materials using cell culture technique has been extensively studied by various quantitative assays. The aim of this study was to investigate the microstructural change of damaged L292 cells which could not observed with light microscope. Cytotoxic effect of ZOE, Prisma APH (Densply International Inc., U.S.A.), Clearfil FII(Kuraray Co., Japan), Fuji II(GC Co., Japan) and Fuji II LC(GC Co., Japan) on cultured L292 cells were observed. Irreversible cell damage and cytolysis were found in ZOE and Fuji II groups. In Clearfil FII, mild to moderate cell damage was observed. APH group showed variable cytotoxicity. Moderate cell damage was found in Fuji II LC group. Cytotoxic effect were as follows : A condensation of the chromatin occureds along or adjacent to the inner membrane of the nuclear envelops. The nuclear envelope remained resonably intact but the contents were partially or completely lost. The cell nucleus contains clusters of markedly electron-dense interchromatin granules. The rough endoplasmic reticulum were dilated. In some mitochondira, matrix was disoriented and fused cristae were discernible. Mitochondiral swelling and woolly appearance were recognized. Large vacuoles and autolysosmes were found in cytoplasm. Some breaks of the cytoplasmic membrane and even cytolysis could be seen in dying cells.