We have been studying the relationship between the activity of hypoxia-inducible factor 1 (HIF-1), the primary transcriptional regulator of the response of mammalian cells to oxygen deprivation (e.g., see references 21, 43, and 50) and the regulation of c-Jun/AP-1 transcription factors (31, 32). We determined that c-Jun N-terminal phosphorylation is induced by low-oxygen conditions (hypoxia or anoxia; called hypoxia hereafter) in an HIF-1-dependent manner (31) and showed that this HIF-1-dependent c-Jun phosphorylation absolutely requires extracellular glucose utilization (32). Together, these findings suggest that enhanced glucose absorption and/or glycolytic activity mediated by HIF-1 in response to hypoxia activates c-Jun/AP-1, as well as other targets of c-Jun N-terminal kinases. To further investigate this potential mechanism, we focused on determining the contribution of bioenergetics—ATP depletion—to hypoxia-inducible c-Jun phosphorylation in wild-type (WT) and HIF-1-null mouse embryo fibroblasts (MEFs). While exploring cellular mechanisms of ATP regulation, we observed that 5′-AMP-activated protein kinase (AMPK) activity was induced in both cell types, particularly under conditions of hypoxia and glucose deprivation. This observation suggested the hypothesis that AMPK is important for the adaptive responses of energetically stressed cells in the hypoxic and glucose-deprived microenvironments present in solid tumors (e.g., reviewed in references 35 and 59). AMPK activity is defined by a class of evolutionarily conserved serine/threonine kinases that are sensitive to various environmental stresses, especially those that perturb cellular energy status (reviewed in references 9, 19, and 47). Different members of the AMPK catalytic subunit subfamily have been characterized; the α subunits (collectively, AMPKα1 and -α2) are the most widely expressed in mammalian cells (36). AMPK is a heterotrimeric complex consisting of an α subunit and β and γ regulatory subunits, each of which is encoded by distinct genes (α1 and α2; β1 and β2; γ1, γ2, and γ3) (19). In terms of a role in ATP regulation, decreased cellular ATP levels promote AMPK activation through the allosteric binding of AMP, which in effect enables AMPK to sense increases in the cellular [AMP]/[ATP] ratio. Full activation of AMPK also requires specific phosphorylation within the activation loop of the catalytic domain of the α subunit (at Thr172 in humans and mice) by LKB1, a serine/threonine protein kinase and tumor suppressor (36, 37, 52). LKB1 is thus an AMPK kinase. Recently, mammalian Ca2+/calmodulin-dependent kinase kinases have also been identified as AMPK kinases (reviewed in reference 6). Activated AMPK phosphorylates diverse targets, including many that are directly involved in controlling cellular energy metabolism (22, 34). In cells exposed to an energy-depleting stress, AMPK is believed to function as an energy sensor that inhibits ATP-consuming processes and stimulates ATP-producing processes to optimize total cellular ATP levels for maintaining critical physiological functions (or for survival in response to extreme stress) (19). For example, in cells exposed to hypoxic or ischemic conditions that significantly deplete total ATP, activated AMPK can stimulate ATP generation by increasing both glucose absorption and glycolysis (e.g., see references 2, 19, and 22). AMPK can also generate ATP by phosphorylating and inhibiting the metabolic enzymes acetyl coenzyme A (acetyl-CoA) carboxylases 1 and 2 (ACC1/2), which synthesize malonyl-CoA (19). Malonyl-CoA synthesized by ACC1 is necessary for de novo fatty acid synthesis, whereas that synthesized by ACC2 inhibits fatty acid transport into the mitochondrion, the site of ATP production by the process of fatty acid β oxidation (18). Thus, AMPK-dependent inhibition of ACC1/2 can divert cellular metabolism from consuming ATP during fatty acid biosynthesis to producing ATP by oxidizing fatty acid stores. In the present study, we found that the combination of hypoxia and glucose deprivation decreased total cellular ATP levels to the same extent in both WT and HIF-1α-null cells. This finding supports our previous conclusion that increased intracellular glucose, rather than decreased ATP levels, is responsible for the stimulation of c-Jun N-terminal kinase activity in WT cells exposed to hypoxia. AMPK activity, conventionally defined by phosphorylation of AMPK target sites on the metabolic enzymes ACC1/2 (19), was strongly activated in both WT and HIF-1α-null cells under the same conditions of hypoxia and glucose deprivation, which is consistent with its function as a sensor of ATP depletion. However, AMPK activity was also rapidly induced in both cell types following exposure to hypoxia in the presence of glucose, even though total cellular ATP was not significantly depleted. By using genetically manipulated MEFs nullizygous for AMPK expression, we directly demonstrated that AMPK activity is sensitive to a wide range of low-oxygen conditions, at least in mesenchymal cells. To determine whether these hypoxia-inducible responses of AMPK also occur in vivo, we prepared tumor xenografts from transformed derivatives of the same WT and HIF-1α-null cells, and exposed tumor-bearing mice to the hypoxia probe pimonidazole (3, 10, 44, 45). Immunohistochemical analysis of these tumors indicated that AMPK activity was prevalent in hypoxic regions of both tumor types, especially in viable areas near necrosis. By using tumor xenografts prepared from identically transformed WT and AMPKα-null cells, we determined that the absence of AMPK activity greatly inhibited the growth of this experimental tumor type. We propose that activation of AMPK in hypoxic or ischemic microenvironments may be critical for cell survival and thus would represent a novel protective mechanism for metabolically depressed or ATP-deficient cells.