Nrf1 is a basic leucine zipper protein (bZIP) in the Cap'n'Collar (CNC) transcription factor family characterized by the presence of a 45-amino-acid homology region referred to as the CNC domain (9). The primary structures of members of the CNC-bZIP subfamily are also well conserved in the basic DNA-binding and protein dimerization domains, and at this time in mice this family includes p45NFE2, Nrf1, Nrf2, Nrf3, Bach1, and Bach2 (3, 8, 9, 35, 50, 51). Some are expressed in a tissue-specific manner. For example, the expression of p45NFE2 is restricted to hematopoietic cells (3), and Bach2 is expressed in the brain and B-cell compartment (51). In contrast, Nrf1, Nrf2, and Nrf3 are expressed in a wide variety of cell lines and mouse tissues, and Bach1 transcripts are found in various tissues and expressed at high levels in the spleen and intestine (9, 35, 43, 51). CNC-bZIP factors control transcription from an extended AP-1-like site [TGCTGA(G/C)TCA(T/C)] called the NFE2 site and form heterodimers with other bZIP proteins (30, 33, 36). One class of bZIP proteins that dimerizes with CNC-bZIP factors is the small Maf proteins (7, 44). Gene targeting experiments in embryonic stem (ES) cells to generate knockout mice have been performed to determine the biological requirements for CNC-bZIP proteins. Knockout mice revealed an important role for p45NFE2 in platelet production (60). Nrf2 knockout mice were found to be viable (11). While Nrf2 is dispensable for development, it is important in regulating antioxidant gene expression and expression of xenobiotic-metabolizing enzymes in multiple tissues (31, 32). In contrast, the biological function of Nrf1 is less well understood. While Nrf1 has been shown to play a role in the oxidative stress response pathway in fibroblasts, the importance of Nrf1 in this function in vivo compared to Nrf2 is not known (37). In our previous gene knockout study, we found that Nrf1 is required for development (10). Death at midgestation in nrf1−/− embryos is thought to be the result of anemia due to a presumed developmental arrest in fetal liver erythropoiesis. Because nrf1−/− erythropoietic cells grew normally in vitro and nrf1−/− ES cells contributed efficiently to erythroid cells of chimeric mice, it was suggested that the liver microenvironment in mutants failed to sustain erythropoiesis. Nrf1 is broadly expressed during development, but with the exception of anemia, discernible defects in other tissues were not readily apparent in mutants. Therefore, it was difficult to establish whether other tissue compartments were also affected by the loss of Nrf1 function in development. Moreover, the embryonic lethality precludes further analysis of the potential role of Nrf1 in fetal liver function and development. To gain more insight into the function of Nrf1, we utilized nrf1−/− ES cells in an analysis of chimeric mice to determine in which cell type is Nrf1 important during development. We describe here rescue of embryonic lethality in chimeric mice generated with ES cells bearing two inactive nrf1 alleles. Characterization of these chimeric mice indicated that ES cells deficient in Nrf1 contributed to most tissues in adult animals, including the lung, kidney, muscle, and heart where Nrf1 is normally expressed at high levels. However, deficiency in Nrf1 is associated with impaired contribution of ES cells to adult, but not fetal, hepatocytes. While Nrf1 function is not required for normal fetal liver ontogeny, liver cells in chimeric embryos undergo apoptosis late in gestation. Our results also indicate that oxidative stress and impaired antioxidant gene expression in the fetal liver correlated with loss of Nrf1 function. Primary mutant fetal hepatocytes in cultures demonstrated increased sensitivity to tert-butyl hydroperoxide (tBHP) and died, indicating that the loss of Nrf1 sensitizes hepatocytes to oxidative stress. Mouse embryonic fibroblasts isolated from nrf1−/− embryos were very sensitive to tumor necrosis factor (TNF) cytotoxicity, suggesting that Nrf1 may be required to protect fetal liver cells from endogenous TNF-induced apoptosis. Together, these findings suggest that Nrf1 plays an important role in maintaining redox balance in the fetal liver cells and indicate a cell-specific and developmental stage-specific function of Nrf1 in protecting liver cells from apoptosis during development.