The synthetic retinoid N-(4-hydroxyphenyl)retinamide (4HPR) is being examined in both chemoprevention and therapy clinical trials. Yet, its mechanism(s) of action is still not fully elucidated. In previous studies, an increase in mitochondrial reactive oxygen species has been proposed as one mechanism through which 4HPR could exert its proapoptotic effects. This study explored whether mitochondrial respiration is required for 4HPR action using human cutaneous squamous cell carcinoma cells and respiration-deficient clones. In parental cells, 4HPR rapidly promoted hydroperoxide production followed by mitochondrial permeability transition, caspase activity, and DNA fragmentation. Short term exposure to 4HPR also inhibited oxygen consumption in parental cells. This activity was reversed by the antioxidant vitamin C indicating the prooxidant effect of 4HPR directly impaired mitochondrial function. In respiration-deficient clones, the proapoptotic qualities of 4HPR were conspicuously diminished illustrating a central role for mitochondrial respiration in 4HPR-induced cell death. In parental cells, various mitochondrial inhibitors were examined to determine potential sites associated with the prooxidant activity of 4HPR. Inhibitors of Complex II as well as center i inhibitors of Complex III enhanced 4HPR-induced hydroperoxide production. Complex I inhibitors, center o inhibitors of Complex III, cyanide, oligomycin A, and coenzyme Q analogues decreased 4HPR-induced hydroperoxide production. The coenzyme Q analogues were very effective in this respect, and they also blocked the enhanced by droperoxide production obtained when center i inhibitors were combined with 4HPR. These results suggest the prooxidant property of 4HPR is associated with redox metabolism via an enzymatic process occurring at a quinone-binding site in Complex I and/or center o of Complex III.