Sulfur mustard (SM)-induced lung injury has been associated with protease activation, oxidative injury and inflammatory response culminating in tissue necrosis. The protease inhibitors aprotinin and ilomastat and the antioxidant trolox were evaluated for efficacy in ameliorating SM-induced lung injury. Anesthetized spontaneously breathing rats (N=6-8/group) were intratracheally intubated and exposed to 1.4 mg/kg SM (0.35 mg SM in 0.1 ml of ethanol) or ethanol alone by vapor inhalation for 50 min. At 1 min before the exposure rats were treated with one of the following: intravenous aprotinin, 4.4 mg/kg; intraperitoneal (ip) ilomastat, 25mg/kg; or ip trolox, 500 microg/kg. Aprotinin-treated animals received supplemental 2.2mg/kg doses at 1 min and 6h post-exposure (PE). A whole body plethysmograph system was used to monitor pulmonary function (PF) parameters for 1h before exposure (baseline), and from 5-6 and 23-24h post-exposure. SM inhalation caused significant increases in several PF parameters, including tidal volume, peak inspiratory flow, peak expiratory flow, end expiratory pause and enhanced pause. Consistent with the reported development of SM-induced pathology, these changes were minimal at the 5-6-h time and significant at the 23-24-h timepoint. At the later time it is known from previous work that airways are becoming obstructed with loose cellular debris, damaged cells and exudate, which contributed to the changes in PF parameters. Treatment with aprotinin or ilomastat eliminated these PF changes, yielding results comparable with controls for each of these parameters. Lung lavage fluid analysis showed that SM caused a significant increase in total protein (TP) and in the cytokines IL-1alpha and IL-13. Aprotinin treatment prevented the increases in TP and IL-1alpha production, ilomastat prevented the increased production of IL-13, and trolox treatment did not significantly prevent the SM-related increases in TP, IL-1alpha or IL-13. Histopathologic examination of lung tissue 24h post-exposure showed minimal alveolar effects caused by SM, while damage to bronchiolar regions was much more severe due to the highly reactive nature of SM. While aprotinin and ilomastat both alleviated the PF perturbations, surprisingly only aprotinin reduced the observed pathology, both grossly and histologically. These early results indicate that treatment with aprotinin and to a lesser extent ilomastat reduces some of the direct inflammatory response and damage associated with SM-induced lung injury. This research was supported by the Defense Threat Reduction Agency - Joint Science and Technology Office, Medical S&T Division.