To ensure genome stability, DNA must be replicated once and only once during each cell cycle. Cdt1 is tightly regulated to make sure that cells do not rereplicate their DNA. Multiple regulatory mechanisms operate to ensure degradation of Cdt1 in S phase. However, little is known about the positive regulators of Cdt1 under physiological conditions. Here we identify FOXO3 as a binding partner of Cdt1. FOXO3 forms a protein complex with Cdt1, which in turn blocks its interaction with DDB1 and PCNA. Conversely, FOXO3 depletion facilitated the proteolysis of Cdt1 in unperturbed cells. Intriguingly, FOXO3 deficiency resulted in impaired S-phase entry and reduced cell proliferation. We provide data that FOXO3 knockdown mimics Cdt1 down-regulation and affects G1/S transitions. Our results demonstrate a unique role of FOXO3 in binding to Cdt1 and maintaining its level required for cell cycle progression.I n eukaryotic cells, DNA replication initiates from thousands of replication origins. Each origin acquires replication competence through the assembly of a prereplication complex (pre-RC) occurring in late mitosis and early G1 (1-3). Pre-RCs are assembled at the origins of DNA replication through the sequential loading of the initiation factors ORC, Cdc6, Cdt1, and MCM2-7 (4). In S phase, pre-RCs are sequentially acted on by two protein kinases, Cdc7 and Cdk2, which promote recruitment of proteins required for helicase activation and replisome assembly, leading to origin unwinding and DNA synthesis. To ensure that no replication origin fires more than once, the assembly of the replication apparatus at origins is tightly regulated by the cell cycle machinery. Among the most important of these regulatory mechanisms are the degradation of Cdt1 during S phase and the sequestration of Cdt1 by the geminin protein (5-7). Phosphorylation of Cdt1 by Cdk2 promotes its binding to SCF-Skp2 E3 ubiquitin ligase (8-10), which results in its degradation in S phase. In addition to the Skp2 pathway, PCNA/ DDB1/Cul4-dependent signaling was found to degrade Cdt1 during S phase via the interaction of Cdt1 with PCNA (11-15). Recently, APC/C Cdh1 was proposed as a third ubiquitin ligase regulating Cdt1 degradation (16). Cdt1 is also targeted for degradation after DNA damage to stop licensing of new origins until after DNA repair. Both the SCF-Skp2 complex and the Cul4-DDB1 complex have been reported to induce degradation of Cdt1 after UV irradiation (17,18).FOXO transcription factors are critical for the regulation of cell cycle arrest, cell death, and DNA damage repair. Ample evidence has suggested that FOXO exerts a negative effect on cell cycle progression. In dividing cells, overexpression of the active form of FOXO family members promotes cell cycle arrest at the G1/S boundary. Target genes that mediate FOXO-induced cell cycle arrest are the Cdk inhibitors p27KIP1 and p21 (in the presence of TGF-β), the Rb family member p130, and cyclin D1 and D2. The ectopically expressed active form of FOXO factors can cause G1 arrest both by up-regulat...