Advanced glycation end products (AGEs) promote reactive oxygen species (ROS) formation, and oxidant stress (OS) in diabetes and aging-related diseases. AGE-induced OS is suppressed by AGER1, an AGE-receptor that counteracts RAGE and EGFR-mediated Shc/Ras signal activation, resulting in decreased OS. Akt and FKHRL1 and anti-oxidants, e.g. MnSOD, regulate OS. Serine phosphorylation of p66shc also promotes OS. We examined the effects of two defined AGEs, N-carboxy-methyl-lysine (CML) and methyl-glyoxal derivatives (MG) on these cellular pathways and their functional relationship to AGER1 in human embryonic kidney cells (HEK293). Stimulation of HEK 293 cells with either AGE compound increased phosphorylation of Akt and FKHRL1 by ~3-fold, in a redox-dependent manner. The use of p66shc mutants showed that the AGE-induced effects required serine-36 phosphorylation of p66^shc. AGE-induced phosphorylation of FKHRL1 led to a 70% down-regulation of MnSOD, an effect partially blocked by a PI3K inhibitor (LY294002) and strongly inhibited by an antioxidant (NAC). These pro-oxidant responses were suppressed in AGER1 over-expressing cells and reappeared when AGER1 expression was reduced by siRNA. These studies point to a new pathway for the induction of OS by AGEs involving FKHRL1 inactivation and MnSOD suppression, via serine-36 phosphorylation of p66^shc in human kidney cells. This represents another mechanism by which AGER1 maintains cellular resistance against OS. Thus, the decrease of AGER1 noted in aging and diabetes may further enhance OS and reduce innate antioxidant defenses.