Benzoylpyridines and benzophenones were synthesized and evaluated in vitro as p38α inhibitors and in vivo in several models of rheumatoid arthritis. Oral activity was found to depend upon substitution: 1, 1-dimethylpropynylamine substituted benzophenone 10b (IC50: 14nM) and pyridinoyl substituted benzimidazole 17b (IC50: 21nM) showed highest efficacy and selectivity with ED50s of 9.5 and 8.6 mg/kg po in CIA.