The tumor suppressor p53 plays a critical role in the regulation of the cell cycle and the maintenance of genetic stability. The 3'?5' exonuclease activity of p53 has recently been recognized as a novel biochemical function of this molecule, but the biological signi®cance of this activity remains elusive. Using an in vitro DNA replication assay with puri®ed human DNA polymerases, p53 protein, and de®ned DNA primer/templates, we demonstrated that the wild-type (wt) p53 protein, but not the mutant p53 protein, speci®cally enhanced the DNA replication ®delity of polymerase (pol) a, an enzyme that lacks 3'?5' exonuclease activity. The misincorporation of non-complementary deoxynucleotides into DNA by pol a was substantially decreased by p53. In contrast, wt p53 showed no signi®cant e ect on replication ®delity or the rates of DNA synthesis by human pol e or the bacterial enzyme pol I. Inhibition of 3'?5' exonuclease activity by guanosine monophosphate (GMP) abolished the ability of p53 to enhance the replication ®delity of pol a. Quantitative analyses revealed that the 3'?5' exonuclease activity of p53 e ectively removed mismatched nucleotides from DNA in preference over matched nucleotides. Furthermore, study in intact cells revealed that the wt p53 protein was co-localized with DNA synthesis activity in S phase cells. These results suggest a possibility that the 3'?5' exonuclease of the wt p53 protein might provide the proof-reading function for DNA pol a. The preferential excision of mismatched nucleotides from the replicating DNA strand appears to be a potential biochemical mechanism by which p53 enhances DNA replication ®delity and thereby helps to maintain genomic integrity.