The Brn-3a transcription factor is critical for survival and differentiation of sensory neurons derived from neural crest cells (NCC). Interaction of Brn-3a with p53 results in differential effects on target gene expression, which profoundly affects fate of neuronal cells. Here we demonstrate colocalization of p53 in a subset of Brn-3a-positive NCC-derived cells fated for the sensory neuronal lineage. The distinct morphology of Brn-3a/p53-coexpressing cells suggested a differentiated neuronal cell type, and this was confirmed by colocalization of p53 with differentiation marker NF-160. Functional effects of Brn-3a/p53 coexpression were analyzed in NCC cultured from Brn-3a −/− embryos, which showed significantly increased apoptosis upon induction of p53 compared with wild-type NCC, suggesting that Brn-3a modulates the p53-mediated fate of NCC that coexpress both factors. Thus, p53 is expressed in neuronal cells undergoing differentiation as well as apoptosis. Interaction with Brn-3a in sensory neurons may be critical for modulating p53-mediated gene expression and hence cell fate. © 2004 Wiley-Liss, Inc.