Evidence is presented for an enzyme-catalyzed conjugation of acrylamide (ACR) in rat erythrocytes. Daily exposure of rats to ACR for a period of 7, 14 and 21 days resulted in a time-dependent decrease in glutathione content. In vitro incubation of ACR with rat erythrocytes suspension caused a concentration-dependent decrease in glutathione levels. Red blood cell (RBC) enzyme-catalyzed conjugation of ACR with glutathione increased with protein concentration and was dependent on pH and time of incubation. Glutathione-S-transferase (GST) activity using acrylamide and 1-chloro 2,4-dinitrobenzene (CDNB) as substrates followed the order: liver greater than kidney greater than brain greater than erythrocytes. Glutathione peroxidase activity of RBC's was inhibited by the in vitro addition of ACR to erythrocytes. These results suggest that rat erythrocytes are equipped with the mechanism which can inactivate toxic electrophilic chemicals, such as acrylamide.