s phase is characterized by the replication of dna and assembly of chromatin. this requires the synthesis of large amounts of histone proteins to package the newly replicated dna. histone mrnas are the only mrnas that do not have polya tails, ending instead in a conserved stemloop sequence. the stemloop binding protein (slBP) that binds the 3' end of histone mrna is cell cycle regulated and slBP is required in all steps of histone mrna metabolism. activation of cyclin e/cdk2 prior to entry into s-phase is critical for initiation of dna replication and histone mrna accumulation. at the end of s phase slBP is rapidly degraded as a result of phosphorylation of slBP by cyclin a/cdk1 and cK2 effectively shutting off histone mrna biosynthesis. e2f1, which is required for expression of many s-phase genes, is regulated in parallel with slBP and its degradation also requires a cyclin binding site, suggesting that it may also be regulated by the same pathway. it is likely that activation of cyclin a/cdk1 helps inhibit both dna replication and histone mrna accumulation, marking the end of s phase and entry into G 2 -phase.Progression through the cell cycle is driven by sequential activation of a series of protein kinases, the cyclin/cdks. of cell growth pathways and then initiation of DNA replication. During S phase, cyclin A/cdk2 is essential for ongoing DNA replication. Prior to entry into mitosis, activation of cyclin B/cdk1 results in nuclear envelope breakdown. Completion of mitosis requires the inactivation of both mitotic cyclins, cyclin B/cdk1 and cyclin A/cdk1 by destruction of the cyclin subunits by the anaphase-promoting complex (APC). It is less clear whether there is a specific transition that occurs at the end of S phase and entry into G 2 -phase. Histone protein synthesis is restricted to S phase and regulation of histone protein synthesis is accomplished by regulation of histone mRNA levels. Replication histone mRNAs have a unique structure since they are the only eukaryotic mRNAs that are not polyadenylated, ending instead in a conserved stemloop. A novel RNA-binding protein, stemloop binding protein (SLBP), binds the 3' end of histone mRNA and participates in many aspects of histone mRNA metabolism.2 SLBP is cell cycle-regulated and the protein is rapidly degraded at the end of S phase. 3,4 In a recent study, we demonstrated that the degradation of SLBP, a protein that is limiting for histone mRNA accumulation, requires phosphorylation by cyclin A/cdk1 which in turn primes the phosphorylation of an adjacent threonine by casein kinase 2 (CK2).5 SLBP is subsequently degraded by a still-unknown ubiquitin ligase. The degradation of SLBP