To investigate Mycobacterium avium gene expression upon infection of macrophages, we created a M. avium-promoter library upstream of a promoter-less gene encoding the green fluorescent protein (GFP) in Mycobacterium smegmatis. Clones were evaluated for increased expression of GFP after infection of U937 macrophages. A number of M. avium genes were up-regulated more than 3-fold after 24 and 48 h following macrophage infection. M. avium genes expressed by M. smegmatis during growth in macrophages include genes encoding transport/binding proteins, synthesis, modification and degradation of macromolecules, and a great majority of genes for which no function is currently known. For some of the unknown genes, homologues were identified in bacteria such as Mycobacterium leprae, Salmonella typhimurium and Agrobacterium tumefaciens. In order to investigate if these genes were also expressed in M. avium during macrophage infection in vitro and in vivo, transcripts of selected genes were quantified using real time RT-PCR. Evaluation of most expressed genes in M. smegmatis confirmed their up-regulation in M. avium after 24 h infection of macrophages in vitro and mice.