Antioxidant response element (ARE)-mediated expression and coordinated induction of antioxidant enzymes is a critical mechanism of protection against chemically induced oxidative/electrophilic stress. NF-E2-related nuclear factors (Nrf1 and Nrf2) bind to ARE and regulate ARE-mediated gene expression and induction. Nrf2 is more potent than Nrf1 in activation of ARE-regulated gene expression. Nrf2 is retained in the cytoplasm by an inhibitor INrf2. Nrf2 binding to INrf2 leads to proteasomal degradation of Nrf2. An increase in oxidative/electrophilic stress, due to chemical exposure, leads to the activation of protein kinase C (PKC) and other cytosolic factors. PKC phosphorylation of Nrf2 at serine 40 results in the escape or release of Nrf2 from INrf2. Nrf2 translocates to the nucleus, forms heterodimers with its unknown partner proteins, and binds to the ARE. This leads to the coordinated activation of ARE-regulated genes. Additional nuclear factor including small Mafs (MafG and MafK), large Maf (c-Maf), c-Fos, and Fra1, also bind to ARE and negatively regulate ARE-mediated gene expression. This is presumably to keep the expression of antioxidant enzymes "in check" to maintain the cellular defenses active and/or to rapidly restore induced enzymes to normal levels. Future investigations are expected to reveal that a balance between positive and negative factors regulates ARE-mediated gene expression and induction. The future studies should also reveal a complete mechanism of signal transduction from antioxidants and xenobiotics to the transcription factors, such as Nrf2, that bind to ARE.