Exposure of proteins to oxidants leads to increased oxidation followed by preferential degradation by the proteasomal system. The role of the biological oxidant production in microglial BV-2 cells in the oxidation and turnover of endogenous proteins was measured. It could be demonstrated, that BV-2 cells are relatively resistant to fluxes of oxidants, but nevertheless protein oxidation occurs due to activation by LPS. This protein oxidation is followed by an enhanced degradation of endogenous proteins. Using PBN, a free radical scavenger and antioxidant, we could demonstrate the involvement of free radicals in the increased proteolysis in BV-2 cells after LPS-treatment. A slight but significant up-regulation of the proteasomal system after LPS activation takes place, indicating the importance of his proteolytic system in the maintenance of the protein pool of microglial cells.