Serial analysis of gene expression (SAGE) allows for a quantitative, representative, and comprehensive pro®le of gene expression. We have utilized SAGE technology to contrast the di erential gene expression pro®le in rat embryo ®broblast cells producing temperature-sensitive p53 tumor suppressor protein at permissive or nonpermissive temperatures. Analysis of *15 000 genes revealed that the expression of 14 genes (P50.001, 50.03% abundance) was dependent on functional p53 protein, whereas the expression of three genes was signi®cantly higher in cells producing non-functional p53 protein. Those genes whose expression was increased by functional p53 include RAS, U6 snRNA, cyclin G, EGR-1, and several novel genes. The expression of actin, tubulin, and HSP70 genes was elevated at the nonpermissive temperature for p53 function. Interestingly, the expression of several genes was dependent on a nontemperature-sensitive mutant p53 suggesting altered transcription pro®les dependent on speci®c p53 mutant proteins. These results demonstrate the utility of SAGE for rapidly and reproducibly evaluating global transcriptional responses within di erent cell populations.