Novel endotoxin-tolerance was observed to the cytotoxycity induced by lipopolysaccharide (LPS) and cycloheximide (CHX) in an LPS-treated macrophage-like cell line, J774.1; preincubation of macrophages with low doses of LPS alone for 90 min almost completely prevented the apoptotic death in the second incubation with LPS and CHX. The first challenge of LPS affected neither the subsequent LPS binding nor the expression of CD14. Instead, phosphorylation of mitogen-activated proteinkinase (MAP kinases) involving p38, extracellular signal-regulated kinase 1/2 (Erk1/Erk2) and c-jun N-terminal kinase (JNK) in the second incubation with LPS and CHX were suppressed, suggesting that this endotoxin-tolerance was caused by down-regulation of LPS-signaling pathway leading to MAP kinase activation. On the other hand, LPS-induced cytotoxicity seemed to depend on the sustained phosphorylation of p38 MAP kinase; the addition of SB202190, an inhibitor of p38 MAP kinase activity, in the first incubation with LPS caused induction of the cytotoxicity in the second incubation with LPS and CHX or CHX alone, under which conditions increased phosphorylation of p38 MAP kinase without that of Erk1/Erk2 or JNK was observed. These results suggest that down-regulation of the p38 MAP kinase cascade in the first incubation with LPS is linked to induction of endotoxin-tolerance to the cytotoxicity with higher doses of LPS and CHX.