Understanding the cold acclimation process in plants may help us develop genetically engineered plants that are resistant to cold. The key factor in understanding this process is to study the genes and thus the gene regulatory network that is involved in the cold acclimation process. Most of the existing approaches1-8 in deriving regulatory networks rely only on the gene expression data. Since the expression data is usually noisy and sparse the networks generated by these approaches are usually incoherent and incomplete. Hence a new approach is proposed here that analyzes the promoter regions along with the expression data in inferring the regulatory networks. In this approach genes are grouped into sets if they contain similar over-represented motifs or motif pairs in their promoter regions and if their expression pattern follows the expression pattern of the regulating gene. The network thus derived is evaluated using known literature evidence, functional annotations and from statistical tests.