Thiazolidinedione (TZD) derivatives have been reported to undergo metabolic activation of the TZD ring to produce reactive intermediates. In the case of troglitazone, it was proposed that a P450-mediated S-oxidation leads to TZD ring scission and the formation of a sulfenic acid intermediate, which may be trapped as a GSH conjugate. In the present study, we employed a model compound {denoted MRL-A, (+/-)-5-[(2,4-dioxothiazolidin-5-yl)methyl]-2-methoxy-N-[[(4-trifluoromethoxy)phenyl]methyl]benzamide} to investigate the mechanism of TZD ring scission. When MRL-A was incubated with monkey liver microsomes (or recombinant P450 3A4 and NADPH-P450 reductase) in the presence of NADPH and oxygen, the major products of TZD ring scission were the free thiol metabolite (M2) and its dimer (M3). Furthermore, a GSH conjugate of M2 (M4) also was formed when the incubation mixture was supplemented with GSH. Experiments with isolated M2 suggested that this metabolite was unstable and underwent spontaneous autooxidation to M3. A qualitatively similar metabolite profile was observed when MRL-A was incubated with recombinant P450 3A4 and cumene hydroperoxide. Because an oxygen atom is transferred to MRL-A under these conditions, these data suggested that S-oxidation alone may result in TZD ring scission and formation of M2 via a sulfenic acid intermediate. Also, because the latter incubation mixture did not contain any reducing agents, the formation of M2 may have occurred due to disproportionation of the sulfenic acid. When NADPH was added to the incubation mixture containing P450 3A4 and cumene hydroperoxide, the formation of M3 increased, suggesting that the sulfenic acid was reduced to M2 by NADPH and subsequently underwent dimerization to yield M3 (vide supra). When NADPH was replaced by GSH, the formation of M4 increased, consistent with reduction of the sulfenic acid by GSH. In summary, these results suggest that the TZD ring in MRL-A is activated by an initial P450-mediated S-oxidation step followed by spontaneous scission of the TZD ring to a putative sulfenic acid intermediate; the latter species then undergoes reduction to the free thiol by GSH, NADPH, and/or disproportionation. Finally, the thiol may dimerize to the corresponding disulfide or, in the presence of S-adenosylmethionine, form the stable S-methyl derivative.