Abrogation of ubiquitin/proteasome-dependent turnover of p53 is critical for its activation. UbL-UBA proteins, including human homolog of Rad23 (hHR23) proteins, may regulate proteasomal degradation of substrates such as p53, due to their ability to interact with both ubiquitinated substrates and the proteasome. siRNAmediated depletion of hHR23A or hHR23B in human cell lines accelerated p53 degradation. In contrast, overexpression of hHR23 proteins led to the accumulation of ubiquitinated p53, and purified hHR23 proteins also blocked p53 proteasome degradation in vitro. An hHR23-MDM2 complex was identified, suggesting that MDM2 and hHR23 cooperate in the regulation of p53 proteasome degradation. Consistent with this hypothesis, an MDM2 mutant that demonstrated increased binding in vivo to hHR23A was able to ubiquitinate, but not degrade p53. Moreover, the defective phenotype of this MDM2 mutant was rescued by siRNA knockdown of hHR23A. Our data indicate that MDM2 acts at a step in the p53 degradation pathway after ubiquitination, to counteract hHR23 inhibition of p53 turnover. Moreover, our data suggest the possibility that ubiquitin ligase/UbL-UBA protein complexes, as exemplified by the MDM2/hHR23 complex, may serve a general role in regulating substrate degradation by the proteasome.