The major metabolite of the cancer chemopreventive oltipraz (1), a pyrrolopyrazine thione, 4, has been shown to be a phase two enzyme inducer, an activity thought to be a key to the cancer chemopreventive action of the parent compound. To understand the possible mechanism by which the metabolite acts as an inducer, a study of its potential to generate free radicals was undertaken. Electron paramagnetic resonance (EPR) spin trapping studies using 5,5-dimethyl-1-pyrroline-N-oxide (DMPO) were performed with 7-methyl-6,8-bis-methyldisulfanyl-pyrrolo[1,2-a]pyrazine, 5, a synthetic precursor to the metabolite in aqueous and organic solvents. In the presence of GSH, which rapidly liberates the metabolite from the precursor, a 1:2:2:1 quartet spectrum with hyperfine coupling constants a(N) = a(H) = 14.9 G, characteristic of the hydroxyl radical adduct of DMPO, was observed in the presence of oxygen. No signal was seen under anaerobic conditions. This signal was quenched by the addition of the superoxide scavenging enzyme Cu,Zn-superoxide dismutase. In aqueous dimethyl sulfoxide (80 vol % DMSO), the metabolite precursor 5, GSH, and DMPO exhibited an EPR spectrum with the hyperfine values of a(N) = 12.7 G, a(H1) = 10.3 G, and a(H2) = 1.3 G, corresponding to the superoxide radical adduct of DMPO. The amount of superoxide radical adduct formed from the reaction of 5 and GSH increases with GSH concentration in phosphate buffer solution. Kinetic studies show that the formation of superoxide radical anion is first-order with respect to GSH. The formation of superoxide radical anion by the metabolite in the presence of GSH is linear at lower concentrations of 5 but becomes nonlinear at high concentrations. Overall, these studies suggest a mechanism in which GSH reduces the metabolite 4 to 4. , presumably a radical anion, that in turn donates an electron to oxygen resulting in superoxide radical anion formation. This GSH stimulated redox cycle of the metabolite 4 suggests a possible mechanism by which the parent compound oltipraz might effect the cancer chemopreventive increase in the transcription of phase two enzymes that is mediated by transcription factor Nrf2.