The chlorophenols (CPs) comprise a major class of widely distributed and frequently occurring environmental contaminants. Previous studies have demonstrated the adverse effects of CPs on embryonic and fetal development. HEPM (human embryonic palatal mesenchymal) and MOT (mouse ovarian tumor) cell lines have been utilized in complementary bioassays for the detection of teratogens, but not the CPs. In this study, our objectives were 2-fold: (1) to determine if the HEPM assay could be used to complement other bioassay systems of nonhuman origin, i.e., Hydra attenuata (HA) and rat whole embryo culture (WEC), in the evaluation of the developmental toxicity of CPs, and (2) to delineate the ability of the HEPM assay to evaluate structure-activity relationships of pentachlorophenol (C5P), 2,3,4,5-tetrachlorophenol (C4P), 2,3,5-trichlorophenol (C3P), 3,5-dichlorophenol (C2P), 4-monochlorophenol (CP), phenol, and CP derivatives (i.e., acetates, sodium phenates and anisoles). HEPM cells were seeded into each well of a 24-well plate and cultivated for 24 h. The medium was replaced with fresh medium containing various concentrations of test chemicals dissolved in dimethyl sulfoxide (DMSO, 0.1%). After culturing for 72 h, the medium was removed, cells were trypsinized, and cell number determined. The HEPM cell growth inhibition assay demonstrated a linear relationship between the IC50 values of the CPs and degree of chlorine substitution. The IC50 values of C5P, C4P, C3P, C2P, CP, and phenol were 18.8, 21.5, 27.5, 63.0, 150.0 and 470.0 microM, respectively. A clear structure-activity relationship was observed between toxicity of CPs and the degree of chlorine substitution. The rank order of CP toxicity from the HEPM assay (i.e., C5P > C4P > C3P > C2P > CP > phenol) is in excellent agreement with previous in vitro and in vivo studies. However, contrary to published reports, the HEPM assay predicted that all CPs were teratogenic (false positives). These findings suggest that the HEPM cell growth inhibition bioassay may be useful to discriminate between subtle differences in structure-activity and, in combination with other bioassays, might facilitate the rapid detection and prioritization of diverse cytotoxins, including various developmental toxicants. Importantly, conclusions about the teratogenicity of a test chemical (via HEPM testing) should be approached with caution and confirmed with other teratogen-sensitive systems.