Purpose: Aberrant activation of β-catenin contributes to the malignant phenotype in hepatocellular carcinoma (HCC). Hypoxia is also known to promote HCC invasion and metastasis. However, the association between β-catenin and the proinvasive role of hypoxia remains unclear. We investigated the role of β-catenin in the proinvasive consequences of hypoxia in HCC.Experimental Design: We established in vitro and in vivo hypoxic models to investigate the expression of β-catenin in hypoxic HCC cells and its role in hypoxia-induced aggressiveness. The clinical significance of β-catenin and/or hypoxia-induced factor-1α (HIF-1α) was evaluated using HCC tissue microarrays.Results: Hypoxia induced β-catenin overexpression and/or intracellular accumulation in four HCC cell lines through downregulating the endogenous degradation machinery, and promoted in vitro invasion and in vivo metastasis of MHCC97 and Hep3B cells. Besides morphologic changes, hypoxic MHCC97 and Hep3B cells exhibited molecular alterations consistent with epithelial-mesenchymal transition, characterized by the loss of epithelial cell markers (E-cadherin and plakoglobin) and upregulation of mesenchymal markers (vimentin and N-cadherin), as well as the increase of matrix metalloproteinase 2. However, silencing β-catenin in these hypoxic cells reversed epithelial-mesenchymal transition and repressed metastatic potential. Positive expression of β-catenin in HCC tissue microarray was associated with the expression of HIF-1α (P = 0.034), and coexpression of β-catenin and HIF-1α in HCC was correlated with shorter overall survival and time to recurrence.Conclusion: β-Catenin in HCC is activated by hypoxia and contributes to hypoxia-induced metastatic potential. Clin Cancer Res; 16(10); 2740-50. ©2010 AACR.The expansion of tumors and the inadequacy of their local vasculature results in hypoxia (1). This is a common feature of hepatocellular carcinoma (HCC) and is associated with poor tumor outcome (2). Recent studies have shown that hypoxia promotes tumor invasion and metastasis through the activation of several signaling pathways, such as Ras-extracellular signal-regulated kinase, which modulate hypoxia-related biological effects (3). These include increased glycolysis, induction of angiogenesis, regulation of pH, and, notably, arrest of cell proliferation (4).The Wnt/β-catenin pathway is an important signaling pathway in HCC (5). Although it is involved in multiple biological effects in HCC, proproliferation is regarded as one of the most promalignant mechanisms (5, 6). β-Catenin is the chief downstream effector of this pathway. It has been reported that one third of HCCs are associated with the aberrant expression of β-catenin (5, 7).In this study, we examined alterations in β-catenin expression in hypoxic HCC cells and evaluated its significance in hypoxia-induced metastatic phenotypes. These experiments were based on several recent clinical and preclinical observations. First, given the critical role of β-catenin in the stimulation of HCC cell prolifer...