The multifunctional tumor suppressor protein, p53, inhibits cell growth and promotes differentiation and programmed cell death. p53 activity is controlled by transcriptional, translational, and post-translational regulation. A major pathway for post-translational regulation of p53 comprises its nucleocytoplasmic transport and subsequent proteasomal degradation, which involves binding to the oncoprotein, murine double minute-2 (Mdm2). Hypoxia and other stress signals cause cellular injury partly through the action of p53. In this study, we show that hypoxia induces down-regulation of Mdm2 as well as serine 15 phosphorylation and nuclear accumulation of p53 in cultured cortical neurons from E16 mice. These effects are diminished by the p38 mitogen-activated protein kinase inhibitors SB203580 and SB202190, but not by the inactive analog SB202474, and by a dominant-interfering mutant of the p38-activating kinase mitogen-activated protein kinase kinase 3 (MKK3). Hypoxic neuronal death was also reduced by p38 inhibitors, by dominant-interfering MKK3, and by a p53-antisense oligodeoxynucleotide and was increased by a constitutively active form of p38 and by an Mdm2-antisense oligodeoxynucleotide. These results demonstrate that p38 and Mdm2 have roles in coupling hypoxic-ischemic neuronal insults to activation of p53 and hypoxic cell death.