Missense mutations in the p53 gene have been observed in greater than 60% of all human tumors. Recent evidence indicates that some mutations in p53 arise as the cancer progresses from a benign tumor to a metastatic tumor and that these mutations in p53 actively contribute to the process of cancer progression. Previously, we reported that the expression of the gene encoding the tissue inhibitor of metalloproteinase-3 (TIMP-3) is repressed in cells expressing codons 248 and 281 mutant p53 alleles. The ability of tumor-derived p53 mutants to inhibit TIMP-3 expression provides a novel mechanism for understanding how p53 mutations might contribute to tumorigenesis. Since mutant p53 is often expressed at elevated levels in a variety of cancers, the generation of cells in a tumor carrying certain mutations in p53 would cause inappropriately reduced expression of TIMP-3 and lead to elevated matrix metalloproteinase activity. We present the results of experiments that begin to determine the mechanism by which mutant p53 represses TIMP-3 gene expression. By generating deletion derivatives of the TIMP-3 promoter and testing them for expression and by performing DNA protein binding assays on the regions determined to be required for repression, we have identified elements that are essential for mutant p53-mediated transcriptional repression. These elements respond specifically to mutant but not wild type p53. While mutant p53 itself does not bind to the TIMP-3 promoter, we provide evidence for the presence of DNA binding proteins whose activity is enhanced in the presence of mutant p53.