Primary cultures of mitogen-activated rat thymocytes were used to study energy metabolism, gene expression of glycolytic enzymes, and production of reactive oxygen species during cell cycle progression. During transition from the resting to the proliferating state a 7- to 10-fold increase of glycolytic enzyme induction occurs which enables the cells to meet the enhanced energy demand by increased aerobic glycolysis. Cellular redox changes have been found to regulate gene expression of glycolytic enzymes by reversible oxidative inactivation of Sp1-binding to the cognate DNA-binding sites in the promoter region. In contrast to nonproliferating cells, production of phorbol 12-myristate 13-acetate (PMA)-primed reactive oxygen species (ROS) in proliferating rat thymocytes and HL-60 cells is nearly abolished. Pyruvate, a product of aerobic glycolysis, is an effective scavenger of ROS, which could be shown to be generated mainly at the site of complex III of the mitochondrial respiratory chain. Aerobic glycolysis by proliferating cells is discussed as a means to minimize oxidative stress during the phases of the cell cycle when maximally enhanced biosynthesis and cell division do occur.