Neurotoxic action of alcohol during the developmental period is well documented. Prenatal administration of ethanol reduces the number of hippocampal neurons (Miller, 1995; Moulder et al., 2002), cortical neurons (Jacobs and Miller, 2001), cerebral granule and Purkinje neurons (Light et al., 2002; Maier et al., 1999), and hypothalamic neurons (De et al., 2004; Sarkar et al., 2007). It has also been shown that prenatal ethanol exposure produces injury to many neuroendocrine neurons in the hypothalamus and induces permanent changes in the stress axis and immune function in the fetal alcohol exposed offspring. (Hellemans et al., 2008; Sarkar et al., 2007; 2008). Of these neuroendocrine neurons, hypothalamic β-endorphin neurons appear to be a target of ethanol. Upon ethanol exposure during fetal life, a large number of these neurons undergo cell death by an apoptotic process (Chen et al., 2006). The mechanism by which β-endorphin neurons and other hypothalamic neurons in the mediobasal region (containing β-endorphin and a limited number of other neuroendocrine neurons) undergo apoptosis following ethanol exposure is not clearly understood. A role for microglia in ethanol’s neurotoxic action in the adult brain has been identified (Crews et al., 2006; Fernandez-Lizarbe et al., 2009; Narita et al., 2007; Suk, 2007; Toyama et al., 2008; Watari et al., 2006). Microglial cells are the major inflammatory cells in the central nervous system and play a role in brain injuries as well as brain diseases. While some microglial functions are beneficial, recent studies suggest that microglia that are chronically activated are neurotoxic (Henkel et al., 2009). Moreover, some cytokines released by activated glial cells are considered to be candidate neurotoxins (Ramirez et al., 2008). Microglial cells produce tumor necrosis factor (TNF)-α, which is a well-known proinflammatory substance. It is well-known that microglia cells produce various other cytokines including interleukin (IL)-1β, IL-6, macrophage inflammatory protein (MIP)-1α and MIP-2. Whether ethanol causes apoptosis in immature mediobasal hypothalamic (MBH) neurons by activating the microglia and release of these proinflammatory cytokines is not known. Previously, it has been shown that cAMP down-regulates the release of proinflammatory and neurotoxic cytokines from microglial cells (Suzumura et al., 1999). However, whether cAMP prevents microglia activation and protects ethanol-induced apoptotic neuronal death in fetuses is not known. Chronic ethanol treatment has been shown to reduce cAMP levels in β-endorphin neurons of the fetal hypothalamus as a consequence of the desensitization of stimulatory G protein-coupled receptors (such as adenosine A2 receptors) seen following prolonged receptor activation (Hack and Christie, 2003). In the cells of the fetal hypothalamus, ethanol increases TGF-β1 production and/or release by reducing cAMP levels in β-endorphin neurons (Chen et al., 2006). A cAMP analog, dibutryl adenosine 3',5'-cyclic monophosphate (dbcAMP) has been shown to block ethanol’s activation of TGF-β1 in these neurons. TGF-β1 increases apoptosis in β-endorphin neurons via upregulating pro-apoptotic proteins but suppressing antiapoptotic proteins (Sarkar et al., 2007). Hence, the possibility arose that if microglia mediate ethanol-induced apoptotic death of β-endorphin neurons, dbcAMP might be able to prevent microglia activation and mediobasal hypothalamus (MBH) neuronal death. Using an in vitro neuron and microglia coculture model system, we determined whether ethanol activate microglia to increase the production of pro-inflammatory cytokines to cause cell death of developing MBH neurons. Furthermore, we evaluated whether cAMP prevents ethanol activation of microglia and decreases the secretion of proinflammatory cytokines and apoptotic cell death of developing MBH neurons in cultures. We used a coculture model system consisting of fetal MBH neurons and fetal cortical-derived microglia. We have employed microglia from the cerebral cortex since they are more abundant in this tissue than in the hypothalamus and are well characterized (Lee et al., 2004). Furthermore, in vivo condition microglia cells are quite mobile and they move from one area of the brain to another area particularly during neurodegeneration (Bruce-Keller et al., 1999; Thomas, 1990; Zelivyanskaya et al., 2003) and in response to inflammatory cues (Rezaie et al., 2002). Additionally, microglial cells have been shown to penetrate into and scatter throughout the cortical grey and white matter as well as the diencephalon during the first 2 trimesters of gestation (Monier et al., 2007) suggesting that microglia cells from other parts of the brain can migrate to the hypothalamus.