Moderate focal brain hypoxic-ischemic (HI) injury in the immature P3 rat leads to loss of cortical volume and disruptions of cortical myelination. In this study, we characterized the time course and pattern of cellular degeneration, axonal disruption, astrogliosis, and microglia activation. After moderate transient unilateral hypoxia-ischemia, brains were collected at set time points and positive staining was assessed. Cellular degeneration stained with Fluoro-Jade B (FJ-B) was distributed in a columnar pattern, primarily within the deep cortical layers V-VII extending up to layer IV of the parietal cortex (pCx). FJ-B staining increased in the ipsilateral pCx 12 and 24 h (p Ͻ 0.05) after the injury. -Amyloid precursor protein immunoreactivity indicating axonal disruption increased at 24 h (p Ͻ 0.05) and showed the same distribution as FJ-B. Glial fibrillary acidic protein-positive astrocytes increased dramatically within the ipsilateral pCx from 24 h (p Ͻ 0.05) to 18 d (p Ͻ 0.001) after HI injury and displayed a columnar pattern extending from the deep cortical layers to layers IV. Isolectin-B4 and ED1-labeled microglia were also increased within the ipsilateral deep pCx and underlying white matter between 12 and 24 h (p Ͻ 0.01), and increased Isolectin-B4 lasted up to 7 d after injury. These observations are consistent with the hypothesis that neuronal loss, astrogliosis, and microglia activation precede the subsequent disruption of cortical growth and myelination. This model offers new possibilities for investigating the cellular and molecular mechanisms of damage and repair after neonatal HI injury. Approximately 5-10% of infants who are born at Ͻ1500 g show severe spastic motor deficit, and an additional 25-50% exhibit less severe neurodevelopmental disabilities involving motor, cognition, and behavioral deficits (1). Neuropathologic features in the premature infant include the distinct cystic white matter lesions termed periventricular leukomalacia (PVL) and, commonly, a more subtle and diffuse lesion with loss of white matter volume and ventriculomegaly (1,2). Magnetic resonance imaging in preterm infants has revealed abnormal diffusion signal within the white matter of preterm infants with subsequent PVL (3) and also alterations in cerebral grey and white matter development (4,5). Most animal models of hypoxia-ischemia in the immature brain are pathologically relevant to the mildly preterm infant (30 -34 wk) and term infants with neuronal loss in the cortex and deeper nuclear regions, including striatum, thalamus, and hippocampus (6,7). Models that closely resemble the alterations of brain development with loss of grey matter and diffuse white matter injury with ventriculomegaly seen more frequently in the more preterm infant are less available. The P3 rat shares some similarities in terms of cortical neuronal, glial, and oligodendroglial development to Received October 3, 2003; accepted September 29, 2004