The elaboration of the vasculature during embryonic development involves re-structuring of the early vessels into a more complex vascular network. Of particular importance to this vascular remodeling process is the requirement of the Tek/Tie2 receptor tyrosine kinase. Mouse gene-targeting studies have shown that the Tie2-deficient embryos succumb to embryonic death at midgestation due to insufficient sprouting and remodeling of the primary capillary plexus. To identify the underlying genetic mechanisms regulating the process of vascular remodeling, transcriptomes modulated by Tie2 signaling were analyzed utilizing Serial Analysis of Gene Expression (SAGE). Two libraries were constructed and sequenced using embryonic day 8.5 yolk sac tissues from Tie2 wild-type and the Tie2-null littermates. After tag extraction, 45,689 and 45,275 SAGE tags were obtained for the Tie2 wild-type and Tie2-null libraries, respectively, yielding a total of 21,376 distinct tags. Close to 62% of the tags were uniquely annotated whereas 10% of the total tags were unknown. Using semi-quantitative PCR, the differential expression of eight genes was confirmed that included Elk3, an important angiogenic switch gene which was up-regulated in the absence of Tie2 signaling. The results of this study provide valuable insight into the potential association between Tie2 signaling and other known angiogenic pathways as well as genes that might have novel functions in vascular remodeling.