We have investigated the role of cellular redox state on the regulation of cell cycle in hypoxia and shown that whereas cells expressing mutant thioredoxin (Trx) or a normal level of Trx undergo increased apoptosis, cells overexpressing Trx are protected against apoptosis. We show that hypoxia activates p53 and Chk1/Chk2 proteins in cells expressing normal or mutant Trx but not in cells overexpressing Trx. We also show that the activity of ribonucleotide reductase decreases in hypoxia in cells expressing redox-inactive Trx. Although hypoxia has been shown to induce reactive oxygen species (ROS) generation in the mitochondria resulting in enhanced p53 expression, our data demonstrate that hypoxia-induced p53 expression and phosphorylation are independent of ROS. Furthermore, hypoxia induces oxidation of Trx, and this oxidation is potentiated in the presence of 6-aminonicotinamide, an inhibitor of glucose-6-phosphate dehydrogenase. Taken together our study shows that Trx redox state is modulated in hypoxia independent of ROS and is a critical determinant of cell cycle regulation.Hypoxia is a broad term used to describe a range of oxygen concentrations that are lower than those normally experienced by living cells. Regions of hypoxia are found not only in disease states, but also during normal development. Indeed, mammalian embryos develop for a significant time in an entirely hypoxic environment. Within tumors, hypoxic regions form in areas that are relatively distant from the vasculature. It has been known for many years that well oxygenated cells and tissues are more sensitive to the lethal effects of ionizing radiation than those experiencing hypoxic conditions (1, 2). Recent clinical studies have unequivocally demonstrated that hypoxia in solid tumors is a major problem for radiotherapy, and that low oxygenation accelerates malignant progression and metastasis, yielding a poor prognosis for successful treatment (3-5). Radiation therapy is only one-third as effective in treating hypoxic cells compared with well oxygenated cells (6 -8) because oxygen is required for the formation of reactive oxygen species (ROS) 2 that have been implicated as cytotoxic agents in radiotherapy. In addition, oxygen is required for the effectiveness of chemotherapeutic drugs, which depend on the formation of ROS as a cytocidal mechanism. Decreased proliferation or arrest of cell cycle in hypoxia reduces the uptake and effectiveness of phase-specific cytotoxic anticancer drugs (8, 9). In addition, hypoxia acts as a prognostic factor for survival that is independent of other factors, including tumor grade or treatment modality. Many studies have shown that the less oxygenated a tumor, the more negative the prognosis (10). Therefore, elucidating the mechanisms of cell-growth arrest associated with hypoxia is critical for developing an effective therapeutic strategy.