4-hydroxy-2-nonenal (4-HNE) and propene-2-al (acrolein) are highly reactive a,~-unsaturated aldehydes. 4-HNE and acrolein are generated ill vivo as products oj' lipid peroxidation. These aldehydes are implicated in the onset of several diseases including atherosclerosis and neurodegenerative disease. They also react with nucleophilic cellular macromolecules including proteins, DNA and phospholipids. Some of these reactions in l'ivo lead to inhibition of enzyme activities, depletion of glutathione and oxicbti\l' stress. Because of their pathophysiological relevance, attention has focused during the last decade on the ability of mammals to metabolize these lipid aldehydes. The purpose of this study was therefore to determine the rok of cytochro!1l~ P450s in the metabolism of lipid aldehydes and how exposure to lipid aldehydes influences the regulation of the expression of xenobiotic metabolizing enzymes. Cytochrome P450s are a superfamily of heme proteins that catalyze the NADPH and Chdependent monooxygenation of a wide variety of compounds. [n addition. P450s arc capable of catalyzing the biosynthesis of several molecules including the synthesis of sterols, fatty acids, and eicosanoids. In this study used a fluorescence spectroscopy and high performance lipid chromatography technique, coupled with mass spectrometry to demonstrate that CYPs metabolize lipid aldehydes. This metabolism invol\'es Vl monooxygenation by mouse, rat and human P450s, of 4-HNE to 4-hydroxynom:nnic acid and the reduction of 4-HNE to 1 ,4-dihydroxynonene by specific P450s. By using general and specific P450 inhibitors, we have determined that hepatic P450s differentially contribute to 4-HNE metabolism. While Cyp2c29 catalyzes oxidative metabolism. Cyp~,a predominantly catalyzes the reduction of 4-HNE. We demonstrated by microarray analysis and quantitative real-time peR that expression of Cyp2c29, Cyp2c37 and Cyp3a25 is induced by acrolein and hutylatcc! hydroxyanisole, both activators of AP-l in mouse liver. These P450s include Cyp2.:29. Cyp2a5 and CyplA2. BHA and acrolein also induced other xenobiotic mdabolil'ing enzymes such as GSTml, heme oxygenase-l and NADHP quinone oxidoreductase Certain transcription factors function to regulate gene expression in response to xcnobiotic challenge. Lipid aldehydes in particular regulate gene expression through the action of two transcription factors, namely AP-l and Nrf2. We determined that Cyp2L'2(j is regulated by activator protein I (AP-I) transcription factor. Nrl2 was nut invohd ill the induction of Cyp2c29 expression. The results from this study show that there is lipid aldehyde-dependent regulation of P450 gene expression. The induced Cyp2c29 goes Ol1 to metabolize substrate in a manner reminiscent of a self-regulatory loop nf hiolog:eai activity.