Cathepsin D (CD), the major intracellular aspartyl protease, is a mediator of IFN-gamma and TNF-alpha induced apoptosis. Using subtractive hybridization screening we isolated CD as an upregulated transcript in PA1 human ovarian cancer cells undergoing adriamycin-induced apoptosis. CD mRNA levels increased in wild-type p53-expressing PA1, ML1 leukemia and U1752 lung cancer cells but not in mutant p53-expressing cells following adriamycin exposure. Overexpression of CD inhibited growth of colon, liver, and ovarian cancer cells. CD protein expression was increased by exposure of ML1 cells to etoposide, adriamycin or gamma-radiation. Inhibition of CD protease with Pepstatin A suppressed p53-dependent apoptosis in lymphoid cells, suggesting a possible role for CD in p53-dependent cell death. CD-/- fibroblasts were found to be more resistant to killing by adriamycin and etoposide, as compared to CD+/+ cells. Two p53 DNA-binding sites located in the CD-promoter specifically bound to p53 protein in vitro and appeared to mediate transactivation of a CD-promoter luciferase-reporter during p53-dependent apoptosis. These observations link CD protease to p53-dependent tumor suppression and chemosensitivity.