Fluorotelomer alcohols (FTOHs; C(x)F(2x+1)C(2)H(4)OH) are intermediates in the production of specialty surfactants and stain-repellent polymers. The magnitude and pathways of human exposure to FTOHs are not understood, but FTOHs are present in ambient air and house dust, and FTOH-derivatives are used in food-contact applications. Previously, electrophilic FTOH biotransformation products were detected in rat hepatocytes, and liver lesions were found in FTOH exposed rodents. To begin elucidating the mechanism(s) of action, freshly isolated rat hepatocytes were incubated with FTOHs, or FTOH biotransformation products, and toxicity was followed in the presence or absence of carbonyl scavengers and metabolic enzyme modulators. The LC(50) depended on perfluorinated chain length, with the shortest (4:2 FTOH; x=4) and longest (8:2 FTOH; x=8) FTOHs tested being more toxic than the medium chain length FTOH (6:2 FTOH; x=6); a structure-toxicity relationship that is consistent with that for 2-alkenals. For hepatocytes treated with 8:2 FTOH, cytotoxicity corresponded to depletion of glutathione (GSH), increased protein carbonylation, and lipid peroxidation. Aminobenzotriazole, a P450 inhibitor, diminished cytotoxicity for all FTOHs tested, and decreased protein carbonylation and lipid peroxidation for 8:2 FTOH, indicating that a biotransformation product was responsible for FTOH cytotoxicity. Preincubation of hepatocytes with hydralazine or aminoguanidine decreased the cytotoxicity of 8:2 FTOH, suggesting that reactive aldehyde intermediates contributed to the cytotoxicity. A GSH-reactive alpha/beta-unsaturated acid metabolite was also more toxic than the corresponding FTOH, and may have contributed to the observed effects. Overall, these results suggested that FTOH toxicity was related to electrophilic aldehydes or acids through GSH depletion and protein carbonylation. Further research into the nature of protein modification is warranted for these current-use fluorochemicals.