The geminin protein is a critical regulator of DNA replication. It functions to control replication fidelity by blocking the assembly of prereplication complexes in the S and G 2 phases of the cell cycle. Geminin protein levels, which are low in G 0 /G 1 and increase at the G 1 /S transition, are controlled through coordinate transcriptional and proteolytic regulation. Here we show that geminin is regulated transcriptionally by the retinoblastoma tumor suppressor (RB)/E2F pathway. Initially, we observed that the activation of RB led to the repression of geminin transcription. Conversely, Rb-null mouse embryonic fibroblasts have enhanced the expression of geminin relative to wild type mouse embryonic fibroblasts. Similarly, an acute loss of Rb in mouse adult fibroblasts deregulated geminin RNA and protein levels. To delineate the responsible regulatory motifs, luciferase reporter constructs containing fragments of the geminin promoter were generated. An analysis of the critical regulatory cis-acting elements in the geminin promoter indicated that intragenic E2F sites downstream of the first exon were responsible for RB-mediated repression of geminin. The direct analysis of the endogenous geminin promoter revealed that these intragenic E2F sites are occupied by E2F proteins, and the mutation of these sites eliminates responsiveness to RB. Together, these data link the expression of geminin to the RB/E2F pathway and represent the first promoter analysis of this important regulator of DNA replication.Geminin was identified originally as a protein that is degraded by mitotic Xenopus egg extracts, but not by interphase extracts (1), and concurrently during a screen to identify proteins that affect Xenopus development (2). Geminin is a small (25 kDa) protein expressed during the S and G 2 phases of the cell cycle but degraded in M phase at the metaphase/anaphase transition via the anaphase-promoting complex-mediated ubiquitination (3, 4). Functional analyses demonstrated that geminin acts to prevent the relicensing of replication origins after they have fired once. This is accomplished by binding to CDT1 (5), a requisite factor for loading MCMs 1 into the prereplication complex. Beginning at the G 1 /S transition, geminin protein levels accumulate and become sufficient to inhibit CDT1 activity. As soon as the origins of replication have fired once in the S phase, this inhibition of CDT1 prevents the reloading of MCMs onto chromatin until the completion of mitosis when geminin is degraded. Although the levels of geminin mRNA have been shown to increase 2-3-fold at the G 1 /S transition (6), the mechanism of this transcriptional regulation remains to be elucidated.RB has several emerging roles in the control of diverse processes outside of the G 1 /S transition. These include DNA repair, cell death, and DNA replication (7-10). In the case of DNA replication, the activation of the RB pathway results in the repression of numerous target genes. Classically, this repression is achieved through assembling repressor complexes ...