Hydroxyurea (HU), a potent mammalian teratogen, affects proliferating embryonic cells and inhibits DNA synthesis. The teratogenic potential of HU has been well known in experimental animals for several decades. In this study, we investigated molecular mechanisms of HU-induced apoptosis in the telencephalon of the fetal brain by exposing pregnant mice to HU on day 13 of gestation. The number of TUNEL-positive cells began to increase at 3 h, peaked at 12 h, and rapidly decreased at 24 h. Although changes of p53 mRNA expression were not observed by RT-PCR, a p53-positive reaction was detected immunohistochemically in the nuclei of neuroepithelial cells from 1 h to 6 h, and p53-protein expression was simultaneously identified by Western blot analysis. The expression of p53-target genes was detected at both the mRNA and protein. The mRNA levels of apotosis-related genes (fas, fasL, and bax) and cell cycle-related genes (mdm2 and p21) were significantly elevated, and the degree to and sequence in which these target genes expressed was similar to those for fas, fasL, mdm2 and p21. Flow-cytometric and Western blot analyses of cell cycle-related proteins suggested that neuroepithelial cells are arrested at the S checkpoint from 3 to 6 h and at the G2/M checkpoint at 12 h, respectively. HU-induced apoptosis is considered to be mediated by p53 in the fetal brain.