Rapamycin, a potential anti-cancer agent, modulates activity of various factors functioning in translation, including eIF4E, an initiation factor selectively regulating expression of a subset of cellular transcripts. We show here that rapamycin suppresses levels of the p53-regulator MDM2 by translational inhibition without affecting mdm2 mRNA expression or protein stability. Rapamycin inhibits translation of mdm2 mRNA from the constitutive P1 promoter, which contains two upstream ORFs (uORFs) in the 5'UTR. Suppression is accompanied by increased hypo-phosphorylation of 4EBP-1, an inhibitory eIF4E binding protein. Ectopic expression of eIF4E abrogates rapamycin-mediated MDM2 inhibition, suggesting that eIF4E is crucial in modulating MDM2 expression in rapamycin-treated cells. Rapamycin administration also results in elevated PUMA expression and PARP cleavage, which is reproduced by siRNA knockdown of eIF4E or MDM2, suggesting that MDM2 suppression by rapamycin stimulates p53-mediated apoptosis. Together, our results define translational regulation of MDM2 expression by eIF4E and provide a molecular mechanism underlying rapamycin-induced p53-dependent apoptosis.