Abstract The p53 homologue p63 is critical for normal epidermal development. While overexpression of p63, in particular ΔNp63α, has been reported in many squamous cell cancers including those of the skin, the role of p63 in cancer pathogenesis remains unclear. We have previously shown that elevated levels of ΔNp63α aberrantly maintain keratinocyte proliferation under differentiating conditions. We performed microarray analyses of primary murine epidermal keratinocytes overexpressing adenoviral (Ad)-driven ΔNp63α vs. β-gal to identify target genes impacted by dysregulated ΔNp63α. Our studies revealed a coordinated downregulation of RNA transcripts for multiple protease inhibitors, including two members of the serine protease inhibitor (serpin) family, maspin (serpinB5) and plasminogen activator inhibitor-2, PAI-2 (serpinB2), in addition to the metalloproteinase inhibitor, tissue inhibitor of metalloproteinase-3 (TIMP-3). Downregulation of all three protease inhibitors was confirmed by RT-PCR and examined further by western analysis. TIMP-3 protein was detected in keratinocyte conditioned medium but not in whole cell lysates, supporting a primarily extracellular function for TIMP-3. PAI-2 and maspin were detected in both whole cell lysates and conditioned medium, consistent with both intracellular and extracellular roles for these proteins. Secreted levels of TIMP-3 and PAI-2 declined in Ad-ΔNp63α-cultures compared to Ad-β-gal-cultures, whereas maspin levels remained stable. Intracellular expression of both PAI-2 and maspin was negatively regulated by ΔNp63α. To investigate the mechanism by which ΔNp63α down-regulates maspin, we performed electrophoretic mobility shift assays (EMSAs) using a known p53 consensus DNA binding sequence in the maspin promoter. An endogenous complex was seen by EMSA in normal keratinocytes that was disrupted in the presence of increasing levels of ΔNp63α. Supershift analysis revealed that this endogenous complex was interrupted by the addition of a p73 antibody, but no supershift or block was seen with antibodies to p63 or p53. EMSA analysis of nuclear extracts prepared from p73(-/-) keratinocytes confirmed that p73 is required for this complex formation. The current data suggest additional roles for ΔNp63α in cancer pathogenesis by disrupting p73 transcriptional activity to down-modulate protease inhibitors. Citation Format: {Authors}. {Abstract title} [abstract]. In: Proceedings of the 101st Annual Meeting of the American Association for Cancer Research; 2010 Apr 17-21; Washington, DC. Philadelphia (PA): AACR; Cancer Res 2010;70(8 Suppl):Abstract nr 1105.