Arsenic trioxide (As 2 O 3 ) is an effective therapy in acute promyelocytic leukemia (APL), but its use in other malignancies is limited by the higher concentrations required to induce apoptosis. We have reported that trolox, an analogue of a-tocopherol, increases As 2 O 3 -mediated apoptosis in a variety of APL, myeloma and breast cancer cell lines, while nonmalignant cells may be protected. In the present study, we extended previous results to show that trolox increases As 2 O 3 -mediated apoptosis in the P388 lymphoma cell line in vitro, as evidenced by decrease of mitochondrial membrane potential and release of cytochrome c. We then sought to determine whether this combination can enhance antitumor effects while protecting normal cells in vivo. In BDF 1 mice, trolox treatment decreased As 2 O 3 -induced hepatomegaly, markers of oxidative stress and hepatocellular damage. In P388 tumor-bearing mice, As 2 O 3 treatment prolonged survival, and the addition of trolox provided a further significant increase in lifespan. In addition, the combination of As 2 O 3 and trolox inhibited metastatic spread, and protected the tumor-bearing mice from As 2 O 3 liver toxicity. Our results suggest, for the first time, that trolox might prevent some of the clinical manifestations of As 2 O 3 -related toxicity while increasing its pro-apoptotic capacity and clinical efficacy in hematological malignancies.