Background: Exercise restores decreased capillary density in skeletal muscle (SKM) (capillary rarefaction) in type2 diabetes (T2D) that has eNOS uncoupling/excess O 2 - , which is required for treatment of diabetic peripheral vascular disease (PAD) via unknown mechanisms. AMP-activated protein kinase (AMPK) is a key angiogenic/metabolic kinase mainly regulated by phosphorylation and is required for baseline, but not exercise-induced capillary density in SKM under healthy conditions. AMPK senses H 2 O 2 signal to increase its activity via oxidative modification of Cys299/304 in vitro. In addition, extracellular SOD (SOD3) that catalyzes the dismutation of O 2 - to H 2 O 2 is increased in response to exercise. However, the role of AMPK and SOD3 in exercise-induced SKM angiogenesis in T2D has not been reported. Oxidation of Cysteine residues to generate cysteine sulfenic acid (Cys-OH) is a key event in H 2 O 2 -mediated signaling. Results: Here we show that reduced CD31+ capillary density in SKM of high fat diet-induced T2D mice was restored (2.4-fold) by voluntary wheel exercise training (2 weeks) with enhanced SOD3 activity (224%) and extracellular H 2 O 2 levels (3.2-fold). Of note, exercise in T2D mice increased AMPK activity (by p-ACC) via inducing CysOH formation of AMPK (3.6-fold), but not p-AMPK induction, which was inhibited by SOD3 -/- /T2D mice that reduced exercise-induced H 2 O 2 . To demonstrate functional significance of AMPK Cys oxidation, we generated CRISPR/Cas9-genome editing “redox-dead” AMPK-Cys299/304Ala (AMPK-C/A) knock-in (KI) mutant mice and found that AMPK-C/A KI mice showed significant inhibition of exercise-induced angiogenesis (44%) via reducing angiogenic PGC1α and VEGF protein expression in SKM of T2D mice. In vitro, C2C12 skeletal muscles overexpressing SOD3 treated with palmitate (mimic T2D with exercise) induced AMPK-CysOH formation and VEGF secretion. Its conditioned media promoted angiogenic responses such as EC migration (1.8-fold) and tube formation (1.7-fold), which was inhibited by C2C12 cells overexpressing AMPK C/A mutant. Conclusion: Novel exercise-induced AMPK CysOH formation at Cys299/304 restores angiogenesis in SKM of T2D via SOD3-mediated H 2 O 2 , which may contribute to revascularization in diabetic PAD.