In the accompanying report (p. 1031), we showed that a novel dioxin-inducible cytochrome P450, CYP2S1, efficiently metabolizes benzo into the highly mutagenic and carcinogenic benzo [a]pyrene-r-7,t-8-dihydrodiol-t-9,10-epoxide (BaP-diol-t-epoxide), using cumene hydroperoxide in lieu of NADPH/O 2 . Lipid hydroperoxide-supported P450 oxidation has been reported in several cases. However, it has not yet been described for the bioactivation of . In this report, we demonstrate that CYP2S1 can use various fatty acid hydroperoxides to support epoxidation of BaP-7,8-diol at a much higher rate than with cumene hydroperoxide. Kinetic analyses with several fatty acid hydroperoxides revealed that 13S-hydroperoxy-9Z,11E-octadecadienoic acid (13-HpODE) was the most potent oxidant tested (K m , 3.4 Ϯ 0.8 M; turnover, 4.51 Ϯ 0.13 min Ϫ1 ), followed by 12S-hydroperoxy-5Z,8Z,10E,14Z-eicosatetraenoic acid (K m , 2.8 Ϯ 0.7 M; turnover, 3.7 Ϯ 0.1 min Ϫ1 ), 5S-hydroperoxy-6E,8Z,11Z,14Z-eicosatetraenoic acid (K m , 2.7 Ϯ 0.8 M; turnover, 3.69 Ϯ 0.09 min Ϫ1 ), and 15S-hydroperoxy-5Z,8Z,10E,14Z-eicosatetraenoic acid (K m , 11.6 Ϯ 0.3 M; turnover, 0.578 Ϯ 0.030 min Ϫ1 ). The antioxidant butylated hydroxyanisole inhibited CYP2S1-catalyzed epoxidation by 100%, suggesting that epoxidation proceeds by a free radical mechanism. Other cytochromes P450, including CYP1A1, CYP1B1, CYP1A2, and CYP3A4, were also able to epoxidize BaP-7,8-diol using various fatty acid hydroperoxides, although at slower rates than CYP2S1. The cytotoxicity of BaP-7,8-diol significantly increased in mammalian cells overexpressing CYP2S1, and BaP-diol-t-epoxide formation in these cells also increased in the presence of 13-HpODE. Together, these results suggest that fatty acid hydroperoxides can serve as physiological cofactors in supporting in vivo CYP2S1-catalyzed oxidation of BaP-7,8-diol, and that fatty acid hydroperoxides and CYP2S1 may play important roles in benzo[a]pyrene-induced carcinogenesis.Benzo[a]pyrene (BaP) is a ubiquitous environmental pollutant produced during combustion, including the burning of cigarettes. It has been identified in ambient air, surface water, drinking water, waste water, and char-broiled foods and is classified as a human carcinogen by the International Agency for Research on Cancer (1983). Exposure can occur by ingestion, inhalation, or dermal absorption (Agency for Toxic Substances and Disease Registry, 1990). For BaP to be carcinogenic, it must be converted by oxidative metabolism to mutagenic and carcinogenic derivatives (Wislocki et al., 1976;Wood et al., 1976;Gelboin, 1980) (see Scheme 1). The first step in this process is the formation of BaP-trans-7,8-epoxide, followed by hydrolysis to the . The latter metabolite is further epoxidized to the mutagenic BaP-r-7,t-8-dihydrodiol-t-9,10-epoxide (BaP-diol-t-epoxide), which is extremely reactive with DNA and protein. BaP-diol-t-epoxide is very unstable, because it rapidly undergoes hydrolysis to t8,t9, and t8,t9,, whose detection is indicative of BaP-diol-t-epoxide formation...