Manganese superoxide dismutase (MnSOD) is a mitochondrial enzyme that dismutates potentially toxic superoxide radical into hydrogen peroxide and dioxygen. This enzyme is critical for protection against cellular injury due to elevated partial pressures of oxygen. Thioredoxin (TRX) is a potent protein disulfide reductase found in most organisms that participates in many thiol-dependent cellular reductive processes and plays an important role in antioxidant defense, signal transduction, and regulation of cell growth and proliferation. Here we describe induction of manganese superoxide dismutase by thioredoxin. MnSOD mRNA and activity were increased dramatically by low concentrations of TRX (28 microM). Elevation of MnSOD mRNA by TRX was inhibited by actinomycin D, but not cycloheximide, occurring both in cell lines and primary human lung microvascular endothelial cells. mRNAs for other antioxidant enzymes including copper-zinc superoxide dismutase and catalase were not elevated, demonstrating specificity of induction of MnSOD by TRX. Thiol oxidation by diamide or alkylation by chlorodinitrobenzene inhibited MnSOD induction, further indicating a requirement for reduced TRX. Because both oxidized and reduced thioredoxin (28 microM) induced MnSOD mRNA, the intracellular redox status of externally added Escherichia coli oxidized TRX was determined. About 45% of internalized E. coli TRX was reduced, with 8% in fully reduced form and about 37% in partially reduced form. However, when TRX reductase and nicotinamide adenine dinucleotide (NADPH) were added to the extracellular medium with TRX, more than 80% of E. coli TRX was found to be in a fully reduced state in human adenocarcinoma (A549) cells. Although lower concentrations of oxidized TRX (7 microM) did not induce MnSOD mRNA, this concentration of TRX, when reduced by NADPH and TRX reductase, increased MnSOD mRNA six-fold. In additional studies, MCF-7 cells stably transfected with the human TRX gene had elevated expression of MnSOD mRNA relative to vector-transfected controls. Thus, both endogenously produced and exogenously added TRX elevate MnSOD gene expression. These findings suggest a novel mechanism involving reduced TRX in regulation of MnSOD.