The effect of diphtheria toxin on guinea pig trachea in organ culture was examined to measure the susceptibility of respiratory epithelial cells to toxin action. Exposure of individual tracheal rings to toxin resulted in cessation of protein synthesis as well as the development of cytopathology within a few hours. Continued incubation led to further inhibition of protein synthesis and extensive disorganization of the epithelial layer. Other inhibitors of protein synthesis were monitored for their effect on the structural integrity of tracheal cells but were found incapable of eliciting similar histopathology. Early after its addition, toxin at minute concentrations possessed cytotoxic properties as well as the ability to inhibit protein synthesis. Interpretation of these data is correlated with current information on the structure and activity of diphtheria toxin.