Comparison of the protein expression patterns of proliferating normal primary human <em>keratinocytes</em> plated in serum-free medium (SFKM), supplemented with epidermal <em>growth</em> <em>factor</em> (EGF) and bovine pituitary extract (BPE), and similar cultures induced to differentiate by the addition of Dulbecco's modified Eagle medium (DMEM), containing 10% fetal calf serum (FCS), revealed several known and unknown polypeptides that are abnormally regulated in the differentiated cells. Upregulated proteins included keratins (keratins 6, 10/11, 14 and 16), members of the S100 protein family psoriasin, MRP8, MRP14 and S100c), actin-binding proteins (gelsolin and tropomyosin 9<em>2</em><em>2</em>0), annexins (annexins IV and VIII), hsp<em>2</em>8, the fatty acid binding protein 5 (FABP5), the squamous cell carcinoma (SCC) antigen, members of the 14-3-3 family, involucrin, E-cadherin, cystatin A, desmoglein and integrins alpha <em>2</em> and beta 1, as well as several proteins of as yet unknown identity. The highest upregulated proteins corresponded to psoriasin (1<em>2</em>4.0 times), MRP8 (4<em>2</em>.4 times), MRP14 (14.9 times), tropomyosin 9<em>2</em><em>2</em>0 (11.5 times), involucrin (11.1 times), and FABP5 (9.1 times). FABP5, hsp<em>2</em>8, and tropomyosin 9<em>2</em><em>2</em>0 were also highly upregulated in quiescent <em>keratinocytes</em> indicating that their increased levels in the differentiated cells may be due to loss of proliferative activity. Highly downregulated proteins included PAI-<em>2</em>, tropomyosins 9<em>2</em>13, 91<em>2</em>1 and 91<em>2</em><em>2</em>, keratin 5, calnexin, 14-3-3 beta and eta, nucleoside diphosphate kinase A, Rho GDIs, hsp60, hnRNPs H and C<em>2</em>, alpha-enolase, eIF-4D, thioredoxin, annexins III and V, moesin, nucleolar protein B<em>2</em>3, GST pi and PCNA/cyclin. Both the high expression of keratin 6 and 16--which are markers for an alternative pathway of <em>keratinocyte</em> differentiation--as well as the extremely high upregulation of some members of the S100 protein family indicate that the cells have differentiated via an abnormal pathway.