Benzoic (BEN) and cinnamic (CIN) acids are commonly found in soils and are considered as strong allelochemicals. Published information suggest that BEN and CIN and other phenolic acids decrease plant growth in part by suppressing nutrient absorption. However, studies on the mechanism of action were not conclusive. We examined the effects of BEN and CIN on the cell plasma membrane in intact soybean (Glycine max L. cv. Maple Bell) seedlings. Treating intact root systems with BEN or CIN rapidly increased electrolyte leakage and ultraviolet absorption of materials into the surrounding solution. After 12 hr of treatment, BEN and CIN lowered the extracellular sulfhydryl group content in roots. The two allelochemicals induced lipid peroxidation, which resulted from free radical formation in plasma membranes, inhibition of catalase and peroxidase activities, and sulfhydryl group depletion. Oxidation or cross-linking of plasma membrane sulfhydryl groups is the first mode of action of both compounds. The BEN- and CIN-induced decrease in soybean nutrient absorption may be a consequence of damage to cell membrane integrity caused by a decrease in sulfhydryl groups followed by lipid peroxidation.