The human promyelocytic leukemia cell line HL-60 undergoes induced myeloid differentiation, with acquisition of most polymorphonuclear leukocyte (PMN) functions, including generation of toxic oxygen species. We examined the concurrent changes in the cellular detoxifying defenses against superoxide and H2O2: superoxide dismutase, catalase, and the glutathione cycle. During induced differentiation, total superoxide dismutase activity declined to a level slightly more than 2-fold that of PMN, largely due to a decrease in Mn-superoxide dismutase; CuZn-superoxide dismutase showed virtually no change. Catalase activity declined only slightly (but significantly) to a level 1.3 that of PMN. GSH peroxidase activity fell and then rose back to its original level, remaining throughout differentiation more than 10-fold higher than activity in PMN. GSSG reductase activity declined to a level of 73% that of uninduced cells but twice that of PMN. GSH and GSSG contents both decreased, reaching equivalence to those of PMN. Concurrently, the ability of the cells to generate H2O2 increased 11-fold, a change similar to that previously reported for superoxide production. Thus, there is a paradoxical inverse relationship between the development of active oxygen generation and scavenging systems during myeloid differentiation in HL-60 cells.