In order to study the interaction between the nuclear and mitochondrial genomes we have developed a non-transformed cell system. It is based upon the complete removal of mtDNA from fibroblasts by treatment with a nucleoside analogue, 2',3' dideoxycytidine (ddC). After exposure to ddC we were able to generate viable fibroblasts devoid of mtDNA and to successfully repopulate them with exogenous mitochondria. This model system will be useful in characterizing nuclear mitochondrial interactions and in studying the effects of different nuclear backgrounds on the expression of different primary defects of mtDNA associated with human disease.