Keap1 and Cu13 constitute a unique ubiquitin E3 ligase that degrades Nrf2, a key activator of cytoprotective genes. Upon exposure to oxidants/electrophilles, the enzymatic activity of this ligase complex is inhibited and the complex fails to degrade Nrf2, resulting in the transcriptional activation of Nrf2 target genes. Keapl possesses several reactive cysteine residues that covalently bond with electrophiles in vitro. To clarify the functional significance of each Keapl cysteine residue under physiological conditions, we established a transgenic complementation rescue model. The transgenic expression of mutant Keapl(C273A) and/or Keapl(C288A) protein in Keap1] null mice failed to reverse constitutive Nrf2 activation, indicating that cysteine residues at positions 273 and 288 are essential for Keap1 to repress Nrf2 activity in vivo. In contrast, Keapl(C151S) retained repressor activity and mice expressing this molecule were viable. Mouse embryonic fibroblasts from Keapl(C151S) transgenic mice displayed decreased expression of Nrf2 target genes both before and after an electrophilic challenge, suggesting that Cys151 is important in facilitating Nrf2 activation. These results demonstrate critical roles of the cysteine residues in vivo in maintaining Keap1 function, such that Nrf2 is repressed under quiescent conditions and active in response to oxidants/electrophiles.