The molecular events, which govern growth control upon contact inhibition have not yet been clearly defined. Previous work has indicated that there is an increase in the expression of mitogen-activated protein kinase phosphatases (MKPs) upon the attainment of contact inhibition in normal fibroblasts, concurrently with a decrease in ERK activity. To investigate the potential role of p38 and JNK in the transition to a contact-inhibited state, normal human fibroblasts (BJ) were grown to subconfluent and confluent densities. The total levels and phosphorylation states of p38 and JNK were assayed, and were compared to protein levels seen in HT-1080 fibrosarcoma cells, which lack contact-inhibited growth control. Activation of JNK was not apparent in these cells, though p38 was found to be active in proliferating cells, but attenuated in contact-inhibited cultures. Such fluctuations in p38 activity were not seen in cultures of fibrosarcoma cells of increasing density. This alteration in p38 activity was also reflected by attenuated activation of the downstream transcription factor ATF-2 upon contact inhibition. Overexpression of MKP-1 in fibrosarcoma cells and fibroblasts reduced proliferation, while expression of a phosphatase-resistant p38 protein (p38(N316)) enhanced proliferation of normal fibroblasts. Taken together, these results suggest the involvement of negative regulation of p38 in contact-inhibited growth control.