The reduction of N-hydroxy-2-acetylaminofluorene( N-hydroxy-AAF) to 2-acetylamino-fluorene and 2-aminofluorene by liver microsomes was studied. The reductase preferred NADPH rather than NADH as a cofactor and was strongly inhibited by carbon monoxide and oxygen. Further, the inhibitors of hepatic mixed function oxidase effectively inhibited the reductase activity. Pretreatments of rats with 3-methylcholanthrene and PCB markedly induced the reductase activity. From these results it was suggested that the reduction of N-hydroxy-AAF was catalysed by cytochrome P-450, especially by cytochrome P-448. The reductase activity was also detected in microsomes from lung, kidney and small intestinal mucosa, and the rates of the reduction were about 6, 7 and 27 per cent, respectively, of that in liver microsomes. Species difference in the reductase activity of liver microsomes was also examined. The highest activity of the reductase was found in hamsters, followed by guinea pigs and rabbits.