We used HeLa cells as recipients in a gene transfer assay to characterize DNA sequences that negatively regulate mammalian cell growth. In this assay, genomic DNA from quiescent human embryo fibroblasts was more inhibitory for HeLa replication than was DNA from either Escherichia coli or HeLa cells. Surprisingly, growth inhibitory activity depended on the growth state of the cells from which genomic DNA was prepared; it was strongest in DNA prepared from serum-deprived, quiescent embryo fibroblasts. This latter observation implies a role for DNA modification(s) in regulating the activity of the inhibitory sequences detected in our assay. The level of the observed growth inhibitory activity was sometimes high, suggesting that the relevant sequences may be abundantly represented in the mammalian genome. We speculate that these findings may provide new insights into the molecular mechanisms involved in cellular quiescence and in vitro senescence.Control of mammalian cell growth appears to be mediated by a balance between positive and negative stimuli. Members of the proto-oncogene family have been intensively studied as effectors of positive growth regulation (3). The molecular mechanisms mediating negative regulation of cell proliferation are, in comparison, less clearly defined. Genes have been cloned for several proteins possessing growth inhibitory activity, including transforming growth factor , which is bifunctional with respect to replication (8,29,44), and members of the interferon family (42); it seems likely, however, that there remains to be identified a much larger number of genes coding for growth inhibitory proteins. Important evidence for negative growth regulation has been obtained from studies of heterokaryons formed by fusion of normal replicating cells with either deeply quiescent cells or senescent cells (6,20,23,26,39,40,45). In such experiments, entry into the S phase of the cell cycle can be strongly inhibited by the nonreplicating partner. Additional evidence for negative growth control has been provided by experiments with somatic cell hybrids for which limitation of proliferative potential (5, 24, 25) and suppression of tumorigenicity (2,7,12,15,31,32,(36)(37)(38) have been demonstrated by a number of laboratories. Although the heterokaryon and somatic cell hybrid approaches have provided very important insights, they do not afford a straightforward means of obtaining molecular clones of the relevant genes.We