In this report, the contributions of the distal 5'-regulatory sequences of the rainbow trout (Oncorhynchus mykiss) metallothionein (tMT)-B gene promoter (-738 to +5) were studied. Transfection of the -738 promoter fragment in a rainbow trout hepatoma cell line (RTH-149) resulted in 4- to 5-fold greater activity compared to the proximal -137 promoter region. Mutation of the proximal MREa abolishes the basal activity of the -738 fragment indicating that the distal regulatory elements require a cooperative interaction with MREa. However, the fragments containing both distal MREs, c and d (positioning -570 and -680, respectively), or MREc alone could confer basal and metal-induced activity when fused to the TATA box. This suggests that these distal elements are functional and therefore may play a role as basal elements in their natural state. The trout MT genes are also induced by oxidants including H2O2, tBHP and tBHQ. The larger promoter fragment -738 responds to H2O2, while the -137 fragment does not. However, fusion of the isolated MREc fragment (-648 to -533) in its native orientation, upstream of the -137 promoter elicits a response to H2O2, although no response is seen with MREc in reverse. These data suggest that this distal fragment contains functional oxidant responsive elements which have resemblance to the mammalian antioxidant responsive element (AREs).