Regeneration is an essential step for recovery of transgenic plants following gene transfer. However, most cotton cultivars fail to respond to the current regeneration protocols for cotton. This hinders the use of gene transfer technology to improve this crop. Identification of the genes involved in cotton somatic embryogenesis (SE) may provide information that will help to improve regeneration protocols. To investigate the genes expressed during cotton SE, we constructed a suppression subtractive hybridization (SSH) library using cDNA from nonembryogenic callus as driver and those from embryogenic callus as tester. From this library, 368 cDNA clones that hybridized conspicuously to the forward-subtracted and unsubtracted tester probes, but not to the reverse-subtracted or unsubtracted driver probes, were obtained and sequenced. Among the 241 putative unigenes, the functions of 152 genes (63%) could be assigned using existing databases. In addition to many previously reported SE-related genes, some new genes, such as members of ethylene pathway and auxin pathway, were discovered in our library. The expression of eight genes, including an Aux/IAA responsive gene, was analyzed by reverse-transcription-polymerase chain reaction and found to be upregulated during the SE. This is in agreement with previous studies showing that embryogenesis involves auxin signaling.