We examined the gene expression profiles of retinal pigment epithelial (RPE) cells which were aged in vitro by repeated passage. RPE cells from human eyes were cultured to passage 3-5 (early passage) or 19-21 (late passage) and used to study gene expression profiles by cDNA microarray. Results from microarray analysis were further confirmed by real-time PCR. Microarray analysis showed gene expression changes among 588 known genes. The expression levels of 15 genes (2.6%) increased in late passage RPE cells, while 43 genes (7.3%) decreased using a two-fold criterion. These differentially expressed genes encompassed many functional classes. A small number of stress genes, such as clusterin, replication protein A and Ku80, were up-regulated. The down-regulated genes included many enzymes of energy and biomolecule metabolism as well as cell cycle proteins and cell adhesion proteins. Results from real-time PCR were generally consistent with microarray findings. The expression levels of the examined angiogenic factors were either unchanged or down-regulated. Comparing early (p=3-5) and late (p=9-12) passage RPE cells, several categories of differentially expressed genes were identified. However, there was no enhanced expression of known angiogenic factors.