As the foodborne pathogen Listeria monocytogenes has the ability to grow at refrigeration temperatures, whole-genome microarray experiments were performed using L. monocytogenes strain 10403S to define the cold stress regulon and to identify genes differentially expressed during growth at 4°C and 37°C. Microarray analysis using a stringent cutoff (adjusted p2.0) revealed 105 and 170 genes that showed higher transcript levels in logarithmic- and stationary-phase cells, respectively, at 4°C (compared to cells at 37°C). A total of 74 and 102 genes showed lower transcript levels in logarithmic- and stationary-phase cells grown at 4°C, respectively. Genes upregulated at 4°C during both stationary- and log-phase included those encoding a two-component response regulator (lmo0287), a cold shock protein (cspL), and two RNA helicases (lmo0866 and lmo1722), whereas genes encoding selected virulence factors and heat shock proteins were downregulated at 4°C. Selected genes that were upregulated at 4°C during both stationary- and log-phase were confirmed by quantitative reverse transcriptase PCR. Our data show (i) a large number of L. monocytogenes genes are differentially expressed at 4 and 37°C with a larger number of genes showing higher transcript level at 4°C than genes showing lower transcript levels at 4°C; (ii) L. monocytogenes genes upregulated at 4°C include a number of genes and operons with previously reported or plausible roles in cold adaptation; and (iii) L. monocytogenes genes downregulated at 4°C include a number of virulence and virulence-associated genes as well as some heat shock genes. Keywords: Listeria monocytogenes, cold regulon, temperature Overall design: Independent RNA isolations were performed for each growth experiment (37°C and 4°C , log and stationary phase). Three biological replicates were used in competitive whole-genome microarray experiments. For each set of hybridizations (log and stationary phase), RNA from cells cultured at 37°C were hybridized to RNA from cells cultured at 4°C.