Groundwater contamination is a concern due to the large number of people that can become exposed to the contaminant. The chemicals benzene and phenol are known groundwater contaminants. The main health problem caused by benzene or phenol is bone marrow toxicity. Benzene and phenol are also immunotoxins reported to cause decreased thymic weights, altered lymphocyte mitogenic responses, and lower antibody production. Cytokines are key signaling molecules produced by the cells of the immune system to activate other cells in the immune system, produce antibodies, and recruit other cells to sites of inflammation. The purpose of this study was to determine if exposure to benzene or phenol in drinking water for 30 days could lead to alterations in IL-l, IL-6, and TNFa production in in vitro activated murine macrophages, or in IL-2, IL-3, and IFNy production in in vitro activated murine lymphocytes. Cytokine mRNA and protein production were evaluated to determine if any alteration occurred. Benzene and phenol exposure resulted in significantly decreased thymus weights. Interleukin-2 mRNA production was increased at the medium dose (200 mg/L) but the IL-2 protein secreted from the lymphocytes of benzene-treated mice was unchanged. The macrophages from benzene-treated mice showed a decrease at all dosage levels in both TNFa mRNA and protein production. These macrophages also produced increased JLIa mRNA at the medium benzene concentration, although this increase did not mean an increase of IL-Ia protein secreted. Mice given phenol at the medium (20 mg/L) and high (100 mg/L) dosages had decreased 30-day body weights. The production ofiL-3 mRNA was decreased in the lymphocytes of mice receiving both low and high concentrations of phenol. Lowered TNFa mRNA values were observed in the macrophages from phenoltreated mice. Interleukin-la mRNA production was increased in the macrophages of mice given the low (5 mg/L) dose of phenol. The TNFa cytokine protein was decreased at the low and medium doses, and the IL-l a protein level was decreased at the medium and high doses. The results indicate that benzene and phenol in groundwater should continue to be a concern for public and regulatory agencies.