Replication of human cytomegalovirus (CMV) depends on host cell gene products working in conjunction with viral functions and leads to a dramatic dysregulation of cell cycle gene expression. Comprehensive transcriptional profiling was used to identify pathways most dramatically modulated by CMV at late times during infection and to determine the extent to which expression of the viral chemokine receptor US28 contributed to modulating cellular gene expression. Cells infected with the AD169 strain of virus or a fully replication competent US28-deficient derivative (RV101) were profiled throughout the late phase of infection (50, 72, and 98 h postinfection). Although sensitive statistical analysis showed striking global changes in transcript levels in infected cells compared to uninfected cells, the expression of US28 did not contribute to these alterations. CMV infection resulted in lower levels of transcripts encoding cytoskeletal, extracellular matrix, and adhesion proteins, together with small GTPases and apoptosis regulators, and in higher levels of transcripts encoding cell cycle, DNA replication, energy production, and inflammation-related gene products. Surprisingly, a large number of cellular transcripts encoding mitosis-related proteins were upmodulated at late times in infection, and these were associated with the formation of abnormal mitotic spindles and the appearance of pseudomitotic cells. These data extend our understanding of how broadly CMV alters the regulation of host cell cycle gene products and highlight the establishment of a mitosis-like environment in the absence of cellular DNA replication as important for viral replication and maturation.Human cytomegalovirus (CMV) infection has a dramatic impact on the cell that starts immediately after infection (4) and continues through late times (34, 67). The replication cycle follows a temporal cascade of events that depends upon both viral and host cell functions. Viral DNA replication begins between 14 and 24 h postinfection (hpi), and release of progeny starts between 36 and 48 hpi, reaching maximal levels between 72 and 96 hpi (67). This process causes profound changes in host cell shape, metabolism, and gene transcription, components of which are suspected to be critical for efficient replication. Previous studies in primary fibroblasts have revealed the global impact of viral infection on signaling and transcriptional changes that start as early as 15 min and last as long as 48 hpi (4,16,50,51,85,112,113). These studies have largely focused on the immediate impact of the virus on cells and have revealed a dramatic upmodulation of cellular inflammatory and immune gene expression due to virus binding and penetration. Based on this work, selected cellular signaling events (51, 103) and cellular proteins (13,89,114) have been implicated as important regulators of infection. There has been a less concerted effort to understand the global impact of CMV infection at late times during infection (16), despite the fact that maximal modulation would be ...