The aerobic oxidation of GSH and other thiols by rat liver homogenate is abolished either by previous dialysis or by removal of the proteins but is restored by a mixture of the protein-free filtrate and the dialysed homogenate. 2. The oxidation is prevented by previously heating the dialysed homogenate but not the protein-free filtrate and also by known inhibitors of xanthine oxidase. 3. A similar oxidation occurs with hypoxanthine in place of of protein-free filtrate.