Oltipraz, a promising cancer chemopreventive agent, has been recognized as a monofunctional inducer selectively activating phase II carcinogen-detoxifying enzymes via the antioxidant responsive element (ARE). However, we report here that oltipraz also induces rat glutathione S-transferase A5 (GSTA5), a potent phase II detoxifying enzyme, by means of the xenobiotic responsive element (XRE). Although an ARE sequence exists in the 5Ј upstream of the rGSTA5 gene, this cis-acting regulatory element loses its responsiveness to oltipraz treatment because of extensive mutations in its distal-half site. Our data indicate that a XRE sequence, located downstream of the transcription initiation site of the gene, is another oltipraz-responsive element. Electrophoretic mobility shift assay showed that oltipraz steadily induces XRE-aryl hydrocarbon receptor (AhR) binding, which can be blocked specifically by excess XRE oligonucleotides or by AhR antibody. By cloning different XREs into the pGL3-promoter vector, we found that oltipraz can activate XRE enhancers from several phase II drug metabolism enzymes, including rGSTA5, rGSTA2, NAD(P)H:quinone reductase, and it also activates XRE from the phase I metabolism enzyme CYP1A1. Oltipraz's effect on XRE is AhR-dependent and is independent of the presence of active CYP1A1. Reverse transcriptase-polymerase chain reaction experiments revealed that oltipraz induces gene expression of both phase I and II drugmetabolizing enzymes in rat hepatoma cells. Thus, we conclude that, like ARE, the XRE pathway constitutes an important part of the molecular mechanism contributing to oltipraz-induced expression of the phase II metabolism enzymes. Oltipraz is a bifunctional inducer, modulating both phase I and II drugmetabolizing enzymes to enhance carcinogen detoxification.Oltipraz [5-(2-pyrazinyl)-4-methyl-1,2-dithiole-3-thione] is considered one of the most promising chemopreventive agents based on the results of preclinical studies and preliminary clinical trials (Clapper, 1998;Kensler et al., 1999). Numerous data have demonstrated that oltipraz provides significant protection from tumorigenesis in hepatocellular, mammary, colon, and lung tumor models, and that it induces resistance to many types of carcinogens including aflatoxin B1 (AFB1), a well known hepatocellular carcinogen (Clapper, 1998).It has been shown that oltipraz's chemopreventive effect is caused by the selective induction of phase II drug-metabolizing enzymes and/or the inhibition of some phase I cytochrome P450 enzyme activities (Kensler et al., 1999). As a major molecular mechanism, the induction of the phase II drug metabolism enzymes helps to detoxify various types of carcinogens. It was previously demonstrated that up-regulation of phase II enzymes by oltipraz is caused by the direct activation of the antioxidant-responsive element (ARE), a cisacting regulatory element that is widely present in the 5Ј-flanking regions of many detoxifying genes (Kensler et al., 1999). The ARE was first identified in rat glutathione ...