Microglial activation as part of a chronic in¯ammatory response is a prominent component of Alzheimer's disease. Secreted forms of the b-amyloid precursor protein (sAPP) previously were found to activate microglia, elevating their neurotoxic potential. To explore neurotoxic mechanisms, we analyzed microglia-conditioned medium for agents that could activate glutamate receptors. Conditioned medium from primary rat microglia activated by sAPP caused a calcium elevation in hippocampal neurons, whereas medium from untreated microglia did not. This response was sensitive to the NMDA receptor antagonist, aminophosphonovaleric acid. Analysis of microglia-conditioned by HPLC revealed dramatically higher concentrations of glutamate in cultures exposed to sAPP. Indeed, the glutamate levels in sAPP-treated cultures were substantially higher than those in cultures treated with amyloid b-peptide. This sAPP-evoked glutamate release was completely blocked by inhibition of the cystine± glutamate antiporter by a-aminoadipate or use of cystine-free medium. Furthermore, a sublethal concentration of sAPP compromised synaptic density in microglia±neuron cocultures, as evidenced by neuronal connectivity assay. Finally, the neurotoxicity evoked by sAPP in microglia-neuron cocultures was attenuated by inhibitors of either the neuronal nitric oxide synthase (N G -propyl-L-arginine) or inducible nitric oxide synthase (1400 W). Together, these data indicate a scenario by which microglia activated by sAPP release excitotoxic levels of glutamate, probably as a consequence of autoprotective antioxidant glutathione production within the microglia, ultimately causing synaptic degeneration and neuronal death. Keywords: Alzheimer's disease, glutamate, microglia, nitric oxide, synapse, xc exchange. Accumulating evidence indicates that chronic neuroin¯ammatory processes play a signi®cant role in the pathogenesis of Alzheimer's disease (AD). Non-steroidal anti-in¯ammatory drugs decrease the risk of incidence and slow the progression of AD (Breitner 1996). Moreover, the neuritic plaques pathognomic for AD contain activated microglia (reviewed in Grif®n et al. 1998), as do those plaques that accumulate in b-amyloid precursor protein (bAPP) transgenic mice (Frautschy et al. 1998;Huang et al. 1999;Stalder et al. 1999). Several substances are produced by these activated microglia that are implicated in models of neurotoxicity: pro-in¯ammatory, neurotoxic cytokines (Shohami et al. 1994;Chao et al. 1995;Yeung et al. 1995