Uteroplacental insufficiency (UPI) leads to intrauterine growth restriction (IGUR) which predisposes infants towards renal insufficiency early in life and increases the risk of kidney related adult morbidities such as hypertension. This compromised in utero environment has been demonstrated to impair nephrogenesis, as evidenced by a reduced nephron endowment in humans and in rats rendered IUGR by UPI. Concordantly, we have observed that IUGR rats have increased kidney p53 protein levels associated with increased apoptosis. Several factors can regulate p53 gene expression and activity, including posttranslational modifications and protein-protein interactions in the cell. Among these, 2 important mechanisms are: 1) phosphorylation of the amino terminal serine 15 [phospho-p53 (Ser15)] which increases p53 stability and apoptotic activity, and 2) the murine double minute (MDM2) functional circuit which functions to limit further p53-induced apoptosis by promoting proteosomal degradation of p53. We hypothesize that UPI induces an increase in phospho-p53 (Ser15) in association with an absent MDM2 response, predisposing the kidney to increased apoptosis. To test our hypothesis, we induced IUGR through bilateral uterine artery ligation of the pregnant rat. UPI significantly increased phospho-p53 (Ser15) as well as ATM/ATR and DNA-PK kinase levels, which induce phosphorylation of p53. In contrast, UPI induced no increase in kidney MDM2 mRNA and protein levels in IUGR pups. We conclude that among multiple mechanisms that affect nephrogenesis, UPI induces an increase in p53 phosphorylation without a corresponding increase in MDM2 expression and speculate that this response may contribute to the increased apoptosis previously described in the IUGR kidney.