Expression of vascular endothelial growth factor (VEGF) increases in cancer cells during hypoxia. Herein, we report that the MDM2 oncoprotein plays a role in hypoxia-mediated VEGF upregulation. In studying the characteristics of MDM2 and VEGF expression in neuroblastoma cells, we found that hypoxia induced significantly higher upregulation of both VEGF mRNA and protein in MDM2-positive cells than in the MDM2-negative cells, even in cells without wild-type (wt) p53. We found that hypoxia induced translocation of MDM2 from the nucleus to the cytoplasm, which was associated with increased VEGF expression. Enforcing overexpression of cytoplasmic MDM2 by transfection of the mutant MDM2/166A enhanced expression of VEGF mRNA and protein production, even without hypoxia. The results of mechanistic studies demonstrated that the C-terminal RING domain of the MDM2 protein bound to the AU-rich sequence within the 3 untranslated region (3UTR) of VEGF mRNA; this binding increased VEGF mRNA stability and translation. In addition, knockdown of MDM2 by small interfering RNA (siRNA) in MDM2-overexpressing cancer cells resulted in inhibition of VEGF protein production, cancer cell survival, and angiogenesis. Our results suggest that MDM2 plays a p53-independent role in the regulation of VEGF, which may promote tumor growth and metastasis.The MDM2 protein is a multifunctional oncoprotein that has been shown to play both p53-dependent and -independent roles in oncogenesis. Normally, MDM2 is a nuclear phosphoprotein that contains several conserved functional regions. The MDM2 NH 2 terminus is well characterized; it binds to p53 and represses p53-mediated transcription (30). Thus, it suppresses tumor suppressor activity. The COOH terminus contains a RING finger domain that is an E3 ligase that can regulate ubiquitination of p53 and MDM2 itself (16). Early studies show that in addition to its activity as an E3 ligase, the COOHterminal RING finger domain of MDM2 is able to directly bind specific RNA sequences or structures, at least in vitro (11,22). Recently published studies, including ours, show that the MDM2 RING finger domain binds to many cellular mRNAs, such as p53 and X-linked inhibitor of apoptosis (XIAP) mRNAs, in vivo, regulating mRNA translation and protein synthesis (5, 15).MDM2 gene amplification occurs in diverse human malignancies that include soft tissue sarcomas, neuroblastoma, and cancers of the brain, breast, ovary, cervix, lung, colon, prostate, and bone (9,23,29). In addition, high-level MDM2 expression can occur even in cancers without MDM2 gene amplification, sometimes associated with a single nucleotide polymorphism in the MDM2 gene promoter (3). Thus, overexpression of MDM2 appears to be a favorable state for cancer cells. In fact, in the clinic, overexpression of MDM2 in tumors does correlate with a poor prognosis for cancer patients (34). In addition, previous studies show that MDM2 overexpression occurs more frequently in metastatic and recurrent cancers than in primary tumors (10, 21). One study of 100 tumo...