The activation of CDK2-cyclin E in late G 1 phase has been shown to play a critical role in retinoblastoma protein (pRb) inactivation and G 1 -S phase progression of the cell cycle. The phosphatidylinositol 3-OH-kinase inhibitor LY294002 has been shown to block cyclin D1 accumulation, CDK4 activity and, thus, G 1 progression in ␣-thrombin-stimulated IIC9 cells (Chinese hamster embryonic fibroblasts). Our previous results show that expression of cyclin E rescues S phase progression in ␣-thrombin-stimulated IIC9 cells treated with LY294002, arguing that cyclin E renders CDK4 activity dispensable for G 1 progression. In this work we investigate the ability of ␣-thrombin-induced CDK2-cyclin E activity to inactivate pRb in the absence of prior CDK4-cyclin D1 activity. We report that in the absence of CDK4-cyclin D1 activity, CDK2-cyclin E phosphorylates pRb in vivo on at least one residue and abolishes pRb binding to E2F response elements. We also find that expression of cyclin E rescues E2F activation and cyclin A expression in cyclin D kinase-inhibited, ␣-thrombin-stimulated cells. Furthermore, the rescue of E2F activity, cyclin A expression, and DNA synthesis by expression of E can be blocked by the expression of either CDK2(D145N) or Rb ⌬CDK , a constitutively active mutant of pRb. However, restoring four known cyclin E-CDK2 phosphorylation sites to Rb ⌬CDK renders it susceptible to inactivation in late G 1 , as assayed by E2F activation, cyclin A expression, and S phase progression. These data indicate that CDK2-cyclin E, without prior CDK4-cyclin D activity, can phosphorylate and inactivate pRb, activate E2F, and induce DNA synthesis.The mammalian cell cycle is controlled by two important families of proteins, the cyclins and the cyclin-dependent kinases (CDKs) 1 (for reviews, see Refs. 1 and 2). Progression through the cell cycle is governed by the kinase activities of specific CDKs, which are regulated by association with the regulatory cyclin subunits. The sequential activation of early G 1 CDK activity, CDK4 or CDK6 together with cyclin D1, D2, or D3, and the late G 1 CDK activity, CDK2 together with cyclin E1 or E2, is believed to be required for progression through G 1 and into S phase. Because IIC9 cells contain CDK4, but not CDK6, and cyclin D1, but not D2 or D3, CDK4-cyclin D1 activation in early G 1 is required for the expression of cyclin E, CDK2 activity, and G 1 -S phase progression (3-5).In most cell types inactivation of the retinoblastoma (pRb) protein is essential for passage through G 1 and transition of cells into S phase (2, 6 -9). pRb regulates this progression by its association with the E2F family of transcription factors (10 -13). In quiescent cells (G 0 phase) pRb is unphosphorylated; in early-to mid-G 1 pRb is hypophosphorylated by the D-type CDKs (14, 15). This hypophosphorylated form of pRb, which binds to and inhibits E2F transcription factors, has been shown in vivo to be phosphorylated on 13 of 16 potential CDK phosphorylation sites, suggesting that hypophosphorylated pRb may cons...