Biased hypermutation events found predominantly in the matrix gene of measles virus isolated from persistent human CNS infections have been attributed to the action of a cellular unwinding/modifying activity (UMA). To define the level and distribution of this activity in brain cells, fractionated extracts were prepared from the nuclei and cytoplasm of human glioblastoma (D-54, U-251) and neuroblastoma (IMR-32, SKN-MC) cells and analyzed for their ability to modify synthetic dsRNAs specific for the measles virus (MV) matrix (M) gene. On a quantitative basis we could show that the activity localized to both the nuclear and cytoplasmic compartments of both cell types analyzed independent of cell proliferation. The presence of significant levels of UMA in the cytoplasm of human brain cells following growth arrestment in vitro with retinoic acid supports the interpretation that UMA may contribute to the attenuation of MV gene functions during the primary infection of brain cells, thereby supporting the establishment of virus persistence.