The direct-acting mutagens, N-hydroxy-p-phenetidine and p-nitrosophenetole, are known to be metabolites of the analgesic phenacetin and may be responsible for its carcinogenic activity. In this study, the potential detoxification of these metabolites by glutathione was examined. Glutathione reacted rapidly with p-nitrosophenetole, which was quantitatively converted to a single product as determined by high-pressure liquid chromatography. The analysis of the product by fast atom bombardment mass spectrometry and 500-MHz 1H-NMR spectroscopy established its structure as N-(glutathion-S-yl)-p-phenetidine. The same glutathione conjugate was also formed when N-hydroxy-p-phenetidine was incubated with glutathione. However, since conjugate formation from N-hydroxy-p-phenetidine occurred slowly and was decreased in the presence of an argon atmosphere as well as by higher levels of glutathione, it was concluded that the conjugate resulted from oxidation of the N-hydroxy arylamine to the nitrosoarene, which subsequently reacted with glutathione. N-(Glutathion-S-yl)-p-phenetidine was semistable in water (half-life, 6-7 hr) and very unstable in the presence of nucleophiles such as 10 mM glutathione (half-life, 7 min), quantitatively decomposing to p-phenetidine. The conjugate was also very unstable in acidic buffers (half-life, 17 min, pH 5). Radiolabeled N-hydroxy-p-phenetidine, but not p-nitrosophenetole, was shown to bind covalently to calf thymus DNA in vitro, and 4 times more binding was detected at pH 5 than at pH 7. Glutathione did not significantly decrease binding of the N-hydroxy derivative at either pH, nor did purified ring-radiolabeled N-(glutathion-S-yl)-p-phenetidine significantly bind to DNA at either pH. Thus, we hypothesize that an important detoxification pathway for phenacetin in vivo could involve the facile oxidation of N-hydroxy-p-phenetidine to p-nitrosophenetole, which then reacts rapidly with glutathione to form an excretable conjugate.