The robust induction of metallothionein-I and II (MT-I and MT-II) genes by several heavy metals such as zinc and cadmium requires the specific transcription factor metal-responsive transcription factor 1 (MTF1). Chromium (VI), a major environmental carcinogen, not only failed to activate these genes but also inhibited their induction by Zn 2؉ or Cd 2؉ . The heavy metal-induced expression of another MTF1 target gene, zinc transporter 1 (ZnT-1), was also down-regulated by Cr 6؉ . By contrast, the expression of two MTF1-independent Cd 2؉ -inducible genes, heme oxygenase 1 (HO-1) that was augmented in presence Cr 6؉ , whereas the onset of apoptosis was significantly delayed in cells overexpressing MTF1.Chromium, a potential human mutagen and carcinogen (1, 2), exists in many different oxidation states in the environment, Cr 6ϩ and Cr 3ϩ being the most stable forms. In contrast to Cr 6ϩ , Cr 3ϩ is generally benign and is considered an essential nutrient required for normal sugar and fat metabolism (3, 4). Although the predominant natural source of Cr 3ϩ is present in the environment, the majority of Cr 6ϩ originates from industrial activities. Hexavalent chromium, a powerful oxidant, is actively internalized by the anion transporter located on the plasma membrane (5). Subsequently, Cr 6ϩ is reduced through the reactive Cr 5ϩ and Cr 4ϩ intermediates to trivalent chromium, (6, 7), which are highly impermeable to cell membrane.The molecular mechanism(s) for the Cr 6ϩ -mediated toxicity has not been fully elucidated. The chromium intermediates appear to interact directly with cellular constituents that lead to generation of reactive oxygen species (8, 9). Chromium treatment results in DNA strand breakage (10, 11) and DNA-protein cross-linking in vivo (12, 13). Reactive oxygen species generated during intracellular reduction of Cr 6ϩ affects almost every aspect of cellular function. Damage to cellular macromolecules and aberrations in gene expression ultimately lead to apoptosis or necrosis in the majority of the cells and uncontrolled cell proliferation in a few, causing cancer. Apoptosis induced by Cr 6ϩ treatment in lung epithelial cells involves both p53-dependent and p53-independent pathways (14, 15). Cr 6ϩ also activates a stress response protein (NF-B), which in turn activates anti-apoptotic proteins (16), thus protecting cells from apoptotic cell death.Our laboratory has been studying the molecular mechanisms of heavy metal-induced expression of metallothionein genes (17). Metallothionein I and II (MT-I 1 and MT-II) belong to a family of low molecular weight, cysteine-rich, and high metalcontaining (as metal-thiolate clusters) stress response proteins that protect cells not only from heavy metals but also from reactive oxygen species (18,19). Metallothioneins induced in response to heavy metals like zinc, cadmium, copper, mercury, gold, silver, cobalt, nickel, and bismuth act as scavengers of these toxic metals and help maintain zinc and copper homeostasis (17,20). It was of interest to examine the induction of ...