A comprehensive understanding of the molecular signaling pathways that regulate cell growth and proliferation is essential in the realization of new therapeutic options to facilitate early detection and eradication of malignancy. Understanding the transcriptional regulation of the YPEL3 and FHIT genes forms the basis of this dissertation. YPEL3, or Yippee-like 3, is a newly identified p53 target gene that inhibits tumor cell growth and is thus itself, a novel tumor suppressor gene. FHIT, or Fragile histidine triad, is a well known tumor suppressor gene and is regulated at the transcriptional level by another growth inhibitory protein, FOXO3a, a Forkhead box transcription factor.Our laboratory has determined that YPEL3 is a direct transcriptional target of the tumor suppressor gene p53. The first section of this dissertation provides significant experimental evidence to validate this observation. Briefly, YPEL3 was shown to be upregulated downstream of p53 protein stabilization in a microarray screen that explored global gene expression modulation after RNAi-mediated reduction of p53's negative regulators, Hdm2 and HdmX. Genotoxic stress induced by treatment with DNA-damaging agents resulted in stabilization of p53 protein along with elevation of YPEL3 transcript and protein levels. Moreover, there exists a cis-acting p53 response element within the YPEL3 promoter that is bound by p53 in response to this stress. YPEL3 also elicits growth inhibition and decreases in colony formation when expressed in tumor cells. It is apparent that cells which express exogenous YPEL3 are forced into a permanent cell cycle arrest, termed “premature senescence.” Similar growth suppressive phenotypes are typical of many other known p53 target genes. However, most of these genes are associated with the regulation of transient inhibition of cell division or the induction of apoptosis. YPEL3 is unique in its ability to trigger premature cellular senescence. Indeed, YPEL3 stands out among many other p53 targets because it is among the first to play a role in this process.To further understand the mechanism of YPEL3-induced senescence, the second portion of this dissertation focuses on the generation of a three-dimensional model of YPEL3's protein structure. It was hypothesized that predicting YPEL3's protein structure may also aid in understanding the molecular events involved in the induction and maintenance of premature senescence. Identifying structural homology between a predicted model of YPEL3 and other known structures may provide new insights into this process. This would especially be the case if homology existed between the predicted structure of YPEL3 and other proteins that have established functions in stress-responsive or senescence-associated molecular pathways. By using two independent structural prediction algorithms (Rosetta ab initio and I-TASSER), I have been able to estimate a three-dimensional model of the YPEL3 protein which has significant structural homology to a family of Methionine oxidoreductases. These enzymes catalyze redox-mediated antioxidant reactions which dissipate intracellular reactive oxygen species (ROS) through the repair of proteins damaged by ROX-mediated methionine to methionine sulfoxide oxidation. It is even plausible that YPEL3 could be involved in the mediation of cellular senescence in response to severe oxidative stress. If this is the case, the implications of this speculation, linking the oxidative stress response to YPEL3-dependent cellular senescence, are indeed profound. YPEL3 may not only play a role in the molecular biology of cancer but also may be involved in the cellular oxidative stress response as it relates to senescence and aging.In the third part of this dissertation, FHIT, a tumor suppressor gene often deleted in epithelial-derived tumors, was also initially postulated to be regulated by p53 (just as in the case of YPEL3). However, FHIT gene expression was instead found to be modulated by FOXO3a. This gene’s expression was induced coincidentally under similar conditions as p53 such as cell cycle arrest. FHIT is suppressed by the AKT/PI3K pathway upon growth factor-dependent stimulation. These protooncogenic kinases phosphorylate and, thereby prevent FOXO3a from entering the nucleus and activating FHIT gene expression. Thus, FOXO3a is only able to enter the nucleus in the absence of mitogenic stimulation. FHIT transcript levels are elevated in response to the removal of mitogen-containing serum from breast, colon carcinoma, and immortalized mammary epithelial cells. Induction of FHIT gene expression is dependent on decreased PI3K kinase activity and subsequent reduced AKT phosphorylation which occur in the absence of growth factor stimulation. As such, quiescence-dependent elevation of FHIT mRNA can be elicited independently of mitogen removal, by treatment with PI3K inhibitors, or attenuated by ectopic expression of constitutively active AKT during serum deprivation. Furthermore, ectopic expression of FOXO transcription factors result in the upregulation of FHIT mRNA and protein levels. Additionally, nuclear shuttling experiments with a FOXO3a-estrogen receptor fusion protein have demonstrated that FOXO must enter the nucleus to modulate expression of FHIT. Finally, experiments using shRNA targeting FOXO3a have revealed that the modulation of FHIT gene expression, downstream of PI3K inactivation, is dependent on endogenous FOXO3a.In summary, this project began with investigating the regulation of two genes derived from a microarray screen to search for new p53 targets. Validation of YPEL3 as a novel p53 target gene was very straightforward. All assays employed in characterizing YPEL3 revealed that it behaved exactly as a classic p53 transcriptional target. The latter of the two genes, FHIT, however was determined not to be a p53 target but rather a transcriptional target of FOXO3a – another tumor suppressive transcription factor. It is the hope of the author that this information will serve to enhance our basic understanding of the paradoxically both, overwhelmingly complex and elegantly simple molecular dynamics of gene regulation, as it pertains to the biology of cancer.