Previous studies have indicated that isolated preneoplastic rat hepatocytes in vitro fail to induce nuclear p53 protein and fail to block replication in response to genotoxic compounds. This suggests that defects in the protection of genomic integrity are part of their premalignant character. In the present study, we have investigated if similar defects occur in vivo. Preneoplastic glutathione-S-transferase (GST) 7-7-positive foci were induced in male Wistar rats by diethylnitrosamine (DEN) initiation and promotion with 2-acetylaminofluorene (2-AAF)/partial hepatectomy (PH). The response to genotoxic damage was studied by X-irradiation. p53 protein was moderately expressed in nuclei in surrounding hepatocytes. This nuclear p53 staining had decreased 2 weeks after 2-AAF treatment. In foci, the protein was detected in the cytoplasm whereas the nuclei were negative. Levels of p21 waf1/cip1 protein were high in nuclei and cytoplasm of surrounding hepatocytes, whereas the expression in foci was low. A low level of Mdm2 in nuclei was observed in surrounding liver, while both Mdm2 and Bcl-2 protein were strongly expressed in the cytoplasm in foci. X-ray exposure further induced nuclear expression of p53, p21 waf1/cip1 , and Mdm2 in surrounding hepatocytes, but focal nuclei were still negative. DNA replication was strongly reduced by X-irradiation in surrounding hepatocytes, but only partially reduced in the foci. These results indicate that the p53 pathway of response to genomic stress is impaired in preneoplastic Over the last decades the process of experimental hepatocarcinogenesis in rats has been intensively studied (reviewed in Schulte-Hermann 1 and Pitot 2 ). Early in the process, preneoplastic cells emerge, which are able to proliferate during exposure to cytotoxic/genotoxic tumor promoters 3 while phenotypically normal cells are blocked in their growth. 4 Changes in expression of several proteins have been related to the premalignant nature of the preneoplastic cells, such as increased expression of glutathione-S-transferase (GST) 7-7, p-glycoprotein, and ␥-glutamyltranspeptidase, and decreased expression of a sulfotransferase and alterations in cytochrome P450s and c-myc expression. [5][6][7][8][9][10][11][12] The molecular mechanisms of their escape from growth inhibition as normally seen in hepatocytes after exposure to genotoxic compounds are, however, not clear.The tumor suppressor p53 plays an important role in maintaining the integrity of the genome. 13 Wild-type p53 protein blocks the cell cycle in G1 after DNA damage and may stimulate DNA repair. [13][14][15][16] The p53 protein is mutated in over 50% of the human tumors indicating that loss of p53 is an important event in tumor development. 13,14 We have shown earlier that compounds with hepatic tumor promoting activity are able to induce p53 in rat liver in vivo, 17,18 and that cells from preneoplastic foci in vitro and in vivo express less nuclear p53 compared with surrounding hepatocytes during treatment with tumor promoters 19 (Ohlson et al., subm...