Cells use redox signaling to adapt to oxidative stress. For instance, certain transcription factors exist in a latent state that may be disrupted by oxidative modifications that activate their transcription potential. We hypothesized that DNA-binding sites (response elements) for redox-sensitive transcription factors may also exist in a latent state, maintained by co-repressor complexes containing class I histone deacetylase (HDAC) enzymes, and that HDAC inactivation by oxidative stress may antagonize deacetylase activity and unmask electrophile-response elements, thus activating transcription. Electrophiles suitable to test this hypothesis include reactive carbonyl species, often derived from peroxidation of arachidonic acid. We report that ␣,-unsaturated carbonyl compounds, e.g. the cyclopentenone prostaglandin, 15-deoxy-⌬12,14-PGJ 2 (15d-PGJ 2 ), and 4-hydroxy-2-nonenal (4HNE), alkylate (carbonylate), a subset of class I HDACs including HDAC1, -2, and -3, but not HDAC8. Covalent modification at two conserved cysteine residues, corresponding to Cys 261 and Cys 273 in HDAC1, coincided with attenuation of histone deacetylase activity, changes in histone H3 and H4 acetylation patterns, derepression of a LEF1⅐-catenin model system, and transcription of HDAC-repressed genes, e.g. heme oxygenase-1 (HO-1), Gadd45, and HSP70. Identification of particular class I HDACs as components of the redox/ electrophile-responsive proteome offers a basis for understanding how cells stratify their responses to varying degrees of pathophysiological oxidative stress associated with inflammation, cancer, and metabolic syndrome.Cellular oxidative stress can vary widely in severity and scope. Consequently, redox signaling must accommodate physiological demands from respiration, metabolism, host defense, cell replication, and aging plus demands from pathological oxidative stress encountered during inflammation, malignancy, reperfusion injury, and metabolic syndrome. Stimulus-response coupling in these different situations must be properly stratified; otherwise, maladaptation can have grave outcomes. An insufficient response to oxidative stress can lead to cell death, which typifies many neurodegenerative diseases. An excessive response to oxidative stress can lead to hypertrophy, hyperplasia, or neoplasia (1).Phenotypic adaptation to oxidative stress derives, in part, from the expression of genes to protect cells from damage, to repair damage, and to bolster their survival. This involves cellular proteins collectively termed the redox/electrophile-responsive proteome (2, 3). These proteins vary widely in cellular localization and functionality, but all have cysteine residues with distinctively nucleophilic thiols (pK a Յ 5), which are readily oxidized to sulfenic/sulfinic acids by reactive oxygen species (ROS) 2 or readily alkylated by reactive carbonyl species (RCS) (4, 5). RCS originate from either non-enzymatic or enzymatic peroxidation of lipids (especially arachidonic acid), which generates ␣,-unsaturated aldehydes (enals) (e.g....