Oral squamous cell carcinoma develops through a series of precancerous stages manifested at the microscopic level as epithelial dysplasia. Mutation of the p53 tumour suppressor gene is thought to be an important component of oral carcinogenesis. p53 regulates cell proliferation and DNA repair by inhibiting the cell cycle at G1/S; loss of p53 function may therefore lead to aberrant cell kinetics. To date, no studies have examined the relationship between p53 protein and alterations in cell kinetics in oral epithelial dysplasia from a single anatomical site. Serial sections were studied from 40 routinely processed biopsy specimens of epithelial dysplasia from the floor of the mouth. The expression of p53 protein was determined by immunohistochemistry and cell proliferation was studied by immunostaining for the cell cycle‐dependent protein Ki‐67. The number of positive cells per millimetre of basement membrane was determined using computer image analysis and compared with site‐matched normal controls. The mean p53 labelling index (LI) in normal mucosa was low, 3·48±0·92 [mean±95 per cent confidence interval (CI)], and increased sharply in the transition from mild (42·49±21·71) to moderate (104·86±51·39) epithelial dysplasia. The mean p53 LI for severe dysplasia was 119·09±56·50. Differences were also observed in the distribution of p53‐positive cells between grades of dysplasia, with the development of compact p53‐positive foci in severe dysplasia. Mean proliferative indices, as determined by Ki‐67 expression, were significantly associated with grade of epithelial dysplasia. Furthermore, there was a significant correlation between p53 LI and Ki‐67 score (r2=0·37, P=0·01). It is concluded that altered p53 protein expression is probably an early event in oral carcinogenesis in the floor of the mouth and is associated with dysregulation of cell proliferation at this site. © 1997 John Wiley & Sons, Ltd.