Exposure to hypoxia causes structural changes in the endothelial cell layer that alter its permeability and its interaction with leukocytes and platelets. One of the well characterized cytoskeletal changes in response to stress involves the reorganization of the actin cytoskeleton and the formation of stress fibers. This report describes cytoskeletal changes in pulmonary microvascular endothelial cells in response to hypoxia and potential mechanisms involved in this process. The hypoxia-induced actin redistribution appears to be mediated by components downstream of MAPK p38, which is activated in pulmonary endothelial cells in response to hypoxia. Our results indicate that kinase MK2, which is a substrate of p38, becomes activated by hypoxia, leading to the phosphorylation of one of its substrates, HSP27. Because HSP27 phosphorylation is known to alter actin distribution in response to other stimuli, we postulate that it also causes the actin redistribution observed in hypoxia. This notion is supported by the observations that similar actin redistribution occurs in cells overexpressing constitutively active MK2 or phosphomimicking HSP27 mutant. Overexpressing dominant negative MK2 blocks the effects of hypoxia on the actin cytoskeleton. Taken together these results indicate that hypoxia stimulates the p38-MK2-HSP27 pathway leading to significant alteration in the actin cytoskeleton.Hypoxia causes injury in a variety of organs and has been associated with many lung diseases including the acute respiratory distress syndrome, pulmonary embolism, and ischemiareperfusion injury. Hypoxia has been shown to increase the permeability of the endothelial barrier both in vitro (1-4) and in vivo (5). Moreover, hypoxia increases endothelial adhesiveness to neutrophils (6, 7). In that respect, endothelial cells respond to hypoxia in a manner similar to their response to inflammation. However, as opposed to the response of endothelial cells to inflammatory products, which has been extensively explored, the signal transduction pathways involved in the endothelial response to hypoxia remain poorly understood. Recent reports have demonstrated activation of the stress-activated MAPK 1 p38 in response to hypoxia (8 -16). For example, we have described the activation of p38 in hypoxic pulmonary microvascular endothelial cells and implicated it as one of the mechanisms of activation of the reactive oxygen-producing enzyme, xanthine oxidase (16). The enzyme MK2, immediately downstream of p38, is known to phosphorylate the small heat shock protein HSP27 (17). Because HSP27 interacts with actin and modulates cytoskeletal organization (18, 19), we investigated whether the MK2 pathway is activated by hypoxia and whether this process can lead to cytoskeletal changes. Our findings indicate that MK2 is indeed activated by hypoxia in RPMEC, and that HSP27 phosphorylation is increased concomitantly with reorganization of the actin cytoskeleton. The effect of hypoxia on the actin cytoskeleton is mimicked by overexpressing constitutively active M...