Humans have significant exposures to phthalates, as these chemical plasticizers are ubiquitously present in flexible plastics. Recent epidemiological evidence indicates that boys born to women exposed to phthalates during pregnancy have an increased incidence of congenital genital malformations and spermatogenic dysfunction, signs of a condition referred to as testicular dysgenesis syndrome (TDS). TDS is thought to develop as a result of environmental factors that cause a testicular disturbance at an early fetal stage with a resultant spectrum of clinical testicular dysfunction, ranging from impaired spermatogenesis and genital malformations to increased risk for development of testicular cancer. Proposed environmental factors in the etiology of TDS include endocrine disrupting compounds such as the phthalates. Leydig cells have been classified as one of the main targets for phthalate ester toxicity in the body based on studies in rodents. In support of this hypothesis, two Leydig cell products - insulin-like growth factor 3 (INSL3) and testosterone (T) - are both suppressed after phthalate exposures. Both fetal and adult generations of Leydig cells are affected by phthalate esters, although their sensitivities may differ. In rodent models, when pregnant dams are exposed to phthalate esters, fetal Leydig cells form enlarged clusters that are retained in the testis even after birth, in contrast to untreated controls. Despite the retention of fetal Leydig cells, however, their numbers and average cell volume of total in exposed males are reduced, as are INSL3 production and steroidogenic competence. These alterations are directly associated with clinical features of TDS, including cryptorchidism and impaired spermatogenesis.