Alanine chloromethylketone and leucine chloromethylketone were synthesized and their effects on amino acid transport in sarcoma 37 mirone ascites tumor (S37) cells were studied. Alanine chloromethylketone preincubation weakly inhibited system A. Leucine chloromethylketone preincubation strongly inhibited both amino acid transport systems L and A. Leucine chloromethylketone was also a competitive inhibitor of leucine transport. Labeled leucine chloromethylketone was concentrated by S37 cells. Leucine chloromethylketone preincubation inhibition was concentration dependent and partial protection of transport was afforded by leucine. Steady-state retention of amino acids was decreased more than the initial velocity of transport by leucine chloromethylketone preincubation. Glutathione was also depleted. Labeled leucine chloromethylketone was incorporated in a plasma membrane protein fraction comigrating on a DEAE-cellulose column (DE52) with gamma-glutamyltranspeptidase activity. There was a modest increase in vital staining after treatment of S37 cells with leucine chloromethylketone, and glucose uptake was also inhibited. Whilst several effects occur during treatment of S37 cells with leucine chloromethylketone, it is suggested than one prominent effect is alkylation of amino acid transport system components.