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Heme oxygenase-1 (HO-1) has been implicated in tumor progression, but the underlying molecular mechanisms remain largely unknown. Transforming growth factor-β1 (TGF-β1) exhibits cytostatic and apoptotic effects in hepatocytes and several types of hepatocellular carcinoma (HCC) cell lines, and deregulation of its signaling pathway is linked to hepatic tumorigenesis. In the present study, we observed that HO-1 is expressed at higher levels in HCC tissues than in paired normal tissues. Moreover, TGF-β1-induced cell cycle arrest and up-regulation of cyclin-dependent kinase inhibitors in HCC cell lines were significantly attenuated by overexpression of HO-1 or treatment with tricarbonyldichlororuthenium(II) dimer ([Ru(CO)3Cl2]2, suggesting an inhibitory role of the HO-1/CO axis in TGF-β signaling to growth inhibition in HCC cell lines. Interestingly, we observed that [Ru(CO)3Cl2]2 inhibits TGF-β1-induced Smad3-dependent reporter activity without affecting its C-terminus phosphorylation, complex formation with Smad4, and nuclear translocation. Additional experiments revealed that HO-1/CO axis selectively induces phosphorylation of Smad3 at Thr-179 residue in the linker region through activation of extracellular signal-activated kinase (ERK) 1/2. Transfection with a phospho-deficient Smad3 (T179A) mutant or treatment with FR180204, a specific inhibitor for ERK1/2, significantly reversed the inhibitory effects of HO-1 and [Ru(CO)3Cl2]2 on cell cycle arrest induced by TGF-β1. These findings for the first time demonstrate that HO-1/CO axis confer resistance of HCC cells to TGF-β growth inhibitory signal by increasing Smad3 phosphorylation at Thr-179 via ERK1/2 pathway.