3-Hydroxykynurenine (3OHKyn), present as a human lens UV filter, has also been implicated as a carcinogen and neurotoxin. It has been suggested that oxidation of 3OHKyn is involved in each of these effects. In the presence of oxygen, 3OHKyn has been found to react with bovine crystallins, to give brown-coloured products (Stutchbury and Truscott, 1993). In this study the roles of UV-light, pH, glutathione and oxygen were examined, with the objective of determining how these factors may affect the binding of 3OHKyn to crystallins under the conditions found within the lens itself. The presence of oxygen was found to be an important parameter for determining the extent to which 3OHKyn reacts with protein, and when it was totally excluded, little modification was observed. UV-light was not required for activation, but was found to augment the extent of modification and cross-linking, while an elevated pH, which is known to accelerate the rate of 3OHKyn oxidation, did not markedly increase the extent of reaction with the crystallins. 3OHKyn binding was accompanied by crystallin aggregation, pigmentation, and development of non-tryptophan fluorescence, all of which have been associated with cataract formation. The inclusion of glutathione, a ubiquitous antioxidant, in reaction mixtures resulted in a delayed onset of crystallin modification. This effect was apparent at concentrations of glutathione greater than 1 mM. When glutathione levels fell below 1 mM, crystallins became modified by 3OHKyn. Since lens glutathione concentrations decrease with age, and are known to be lower in the lens nucleus than the cortex, this region appears particularly vulnerable to modification by this UV filter. Thus, whilst the other human lens UV filters, kynurenine (Kyn) and 3-hydroxykynurenine glucoside (3HKG), appear to require activation by UV-light in order to react with proteins, 3OHKyn can modify crystallins in the absence of light, under conditions of low oxygen tension, and in the presence of glutathione concentrations found in the nucleus of an aged lens. Its reactivity is increased in the presence of both light and oxygen. The contributions of these parameters to the reactivity of 3OHKyn are discussed, with respect to the aetiology of senile nuclear cataract.