Certain chemopreventive agents are thought to work in part via induction of GST expression. We have utilized transgenic cell lines to show that GST expression can protect against DNA alkylation, and in some cases cytotoxicity caused by electrophilic carcinogens conjugated by GSTs (e.g. 4-NQO, B[a]P, DiB[a,l]P, AFB(1), and certain drugs). However, factors governing protection by GST are complex and vary with different agents and end-points. For example, expression of GST alone was sufficient for partial protection against DNA alkylation by 4-NQO, but protection against 4-NQO cytotoxicity was only observed when the ATP-dependent GS-X transport protein MRP1 was also co-expressed. The dynamic competition between activation and detoxification is the focus of current studies in cells that co-express both CYP1A1 and either hGSTP1 or hGSTM1. Expression of hGSTP1 largely blocked B[a]P toxicity induced via the moderate activation by rat or human CYP1A1. With DiB[a,l]P, GSTs gave up to 7-fold protection against toxicity only when activated by human CYP1A1. However, cells with CYP1A1+GST remained at least 20-fold more sensitive to DiB[a,l]P than parent cells lacking either activity, due to strong activation by hCYP1A1. In summary, we have found that protection by GSTs against B[a]P or DiB[a,l]P toxicity is highly variable depending on differences in: (a) the PAH structure; (b) the human vs. rat CYP1A1 expressed; (c) GST isozyme(s) expressed; (d) cellular expression of conjugate transporters; or (e) DNA damage versus cytoxicity end-points.