The e ect of a calpain-selective cell permeant inhibitor, benzyloxycarbonyl Leu-Leu-Tyr diazomethylketone (ZLLY-CHN 2 ), on the serum-stimulated growth of WI-38 human ®broblasts has been investigated. Only cell permeant protease inhibitors with activity against calpains prevented progression into S-phase. Protein blotting experiments indicated that p53 immunoreactivity increased in late G 1 cells treated with ZLLY-CHN 2 . The content of p21 Waf1/Cip1 CDK inhibitor also increased, providing a mechanism for the observed failure to enter S-phase. Further studies indicated that p53 could be degraded by a ZLLY-CHN 2 -sensitive protease immediately prior to S-phase, but that proteolysis did not occur after this critical time point. Chelation of extracellular Ca 2+ by addition of EGTA inhibited the p53 degradation. Consistent with proteolysis of p53 in late G 1 phase, m-calpain immunoreactivity transiently accumulated in cell nuclei at this time. ZLLY-CHN 2 did not appear to increase p53 mRNA in WI-38 cells. Puri®ed mcalpain required only 1 to 3 mM Ca 2+ to proteolyze p53 in WI-38 cell lysates. These results indicate that ZLLY-CHN 2 inhibits progression of WI-38 cells into S-phase by inactivating a calpain-like protease that is responsible for proteolysis of constitutively expressed p53 in late G 1 .