Glutathione (GSH) is an abundant cellular non-protein sulfhydryl that functions as an important protectant against reactive oxygen species and electrophiles, is involved in the detoxification of xenobiotics, and contributes to the maintenance of cellular redox balance. The rate-limiting enzyme in the de novo synthesis of glutathione is ␥-glutamylcysteine synthetase (GCS), a heterodimer consisting of heavy and light subunits expressing catalytic and regulatory functions, respectively. Exposure of HepG2 cells to -naphthoflavone (-NF) resulted in a time-and dose-dependent increase in the steady-state mRNA levels for both subunits. In order to identify sequences mediating the constitutive and induced expression of the heavy subunit gene, a series of deletion mutants created from the 5 -flanking region (؊3802 to ؉465) were cloned into a luciferase reporter vector (pGL3-Basic) and transfected into HepG2 cells. Constitutive expression was maximally directed by sequences between ؊202 and ؉22 as well as by elements between ؊3802 to ؊2752. Glutathione (L-␥-glutamyl-L-cysteinyl-glycine, GSH), 1 a nonprotein sulfhydryl compound present in millimolar concentrations in virtually all cells, serves a myriad of cellular functions and plays a prominent role as an intracellular protectant (1, 2). GSH is an effective oxygen radical scavenger and serves as a critical co-factor in peroxide detoxification via a reaction catalyzed by glutathione peroxidase. Furthermore, conjugation with GSH is an integral step in the detoxification and elimination of diverse classes of toxic chemical compounds. The formation of hydrophilic glutathionyl conjugates is catalyzed by glutathione S-transferases, a family of isozymes that mediate the conjugation reaction in a substrate-dependent fashion (3). Long the object of interest from a toxicology perspective, the protective properties of GSH have assumed even further significance since GSH not only plays a critical role in protection of normal cells, but it has recently been implicated in protection of neoplastic cells from a number of chemotherapeutic agents that exert their cytotoxic effects via generation of reactive oxygen species or production of electrophilic intermediates (4, 5). The augmentation of GSH and GSH-related detoxification systems has also engendered considerable interest as a possible approach for the chemoprevention of cancer. Many chemical chemopreventive agents have been shown to exert an effect on GSH homeostasis or on other elements of GSH detoxification pathways (6 -8).Exposure of cells to a number of xenobiotic agents has been demonstrated to result in an increase in the total intracellular GSH content. In several cases (9 -16) where it has been examined, the increase in GSH has been attributed to an