Hypoxia profoundly influences tumor development and response to therapy. While progress has been made in identifying individual gene products whose synthesis is altered under hypoxia, little is known about the mechanism by which hypoxia induces a global downregulation of protein synthesis. A critical step in the regulation of protein synthesis in response to stress is the phosphorylation of translation initiation factor eIF2␣ on Ser51, which leads to inhibition of new protein synthesis. Here we report that exposure of human diploid fibroblasts and transformed cells to hypoxia led to phosphorylation of eIF2␣, a modification that was readily reversed upon reoxygenation. Expression of a transdominant, nonphosphorylatable mutant allele of eIF2␣ attenuated the repression of protein synthesis under hypoxia. The endoplasmic reticulum (ER)-resident eIF2␣ kinase PERK was hyperphosphorylated upon hypoxic stress, and overexpression of wild-type PERK increased the levels of hypoxia-induced phosphorylation of eIF2␣. Cells stably expressing a dominant-negative PERK allele and mouse embryonic fibroblasts with a homozygous deletion of PERK exhibited attenuated phosphorylation of eIF2␣ and reduced inhibition of protein synthesis in response to hypoxia. PERK ؊/؊ mouse embryo fibroblasts failed to phosphorylate eIF2␣ and exhibited lower survival after prolonged exposure to hypoxia than did wild-type fibroblasts. These results indicate that adaptation of cells to hypoxic stress requires activation of PERK and phosphorylation of eIF2␣ and suggest that the mechanism of hypoxia-induced translational attenuation may be linked to ER stress and the unfolded-protein response.Tumor hypoxia is a well-characterized feature of the solidtumor microenvironment. The development of hypoxia has profound consequences on tumor growth characteristics and on tumor response to radiotherapy and chemotherapy. Hypoxic tumors are more metastatic, are more resistant to radiotherapy and chemotherapy, and have a poorer prognosis than better-oxygenated ones, irrespective of therapy (28,29,72). Delineating the mechanisms by which hypoxia affects tumor physiology at the cellular and molecular levels is crucial for a better understanding of the process of tumor development and metastasis and for the design of better antitumor modalities.At the cellular level, exposure of cells to hypoxia has an immediate and reversible effect on proliferation. In Ehrlich ascites and HeLa cells, replicons stop firing within minutes of exposure to hypoxia, resulting in a G 1 /S-phase arrest. Upon reoxygenation, replicons begin extending, again within minutes (50-52). This hypoxia-induced G 1 /S arrest is independent of functional p53 tumor suppressor protein, since cells with mutant p53 and p53 knockout cells also arrest at the G 1 /S interface under hypoxic conditions (22). These studies point toward a unique mechanism of checkpoint control that differs from those induced by glucose deprivation or ionizing radiation, which require considerably more time for reinitiation of the cel...