Human papillomaviruses (HPV)2 are small double-stranded DNA tumor viruses of considerable medical importance. They infect epithelial tissues, causing benign hyperproliferative lesions. More than 120 HPV genotypes have been cloned from patient specimens. The mucosotropic HPVs are broadly grouped into high-risk (HR) or low-risk (LR) types (1). Persistent infections of the cervix, penis, anus, and the oropharyngeal epithelium by HR HPV-16, HPV-18, and related types can at a low frequency progress into high grade dysplasias and cancers. Infections by LR HPV types 6 and 11 cause 90% of benign genital warts and all the laryngeal papillomas, and these infections rarely progress to cancers. For both HR and LR HPVs, infection initiates in basal epithelial keratinocytes through wounding and is established during healing, whereas the viral productive program is tightly linked to squamous differentiation (for a review, see Ref.2). Because the differentiated spinous cells would normally have withdrawn from the cell cycle and viral DNA replication is dependent on the host DNA replication machinery, the roles of the viral E6 and E7 oncoproteins are to reestablish a milieu in the differentiated keratinocytes supportive for viral DNA amplification. Briefly, E7 proteins of HR and LR HPV types promote S phase reentry in the differentiated strata (3, 4). They do so by destabilizing p130, a pRB related pocket protein, which prevents S phase reentry by the differentiated cells (5, 6). The mechanisms by which E6 enables efficient viral DNA amplification are not yet understood.The viral life cycle has recently been recapitulated with high efficiency in organotypic (raft) cultures of primary human keratinocytes (PHKs) grown at the liquid medium-air interface. In these PHKs, HPV-18 genomic plasmids were efficiently generated in vivo by Cre-loxP-mediated excision recombination from a transfer vector (7). As in patient specimens, the doublestranded HPV genomic plasmid is maintained at low copy numbers in the basal keratinocytes, and extensive amplification occurs in the mid and upper spinous strata. Moreover, viral DNA initiates amplification in G 2 -arrested cells, following host DNA replication, as revealed by the accumulation of highly elevated cytoplasmic cyclin B1 protein (7). As the viral DNA amplifies, the E7 activity progressively diminishes and eventually ceases in the upper strata; keratinocytes then exit the cell cycle, as evidenced by the gradual reappearance of p130 and disappearance of the proliferating cell nuclear antigen, a protein induced by E7. Being an E2F-responsive gene, cyclin B1 disappears when E7 activity ceases. These cells then transit to the late phase of infection and express the capsid proteins for progeny virion morphogenesis. Here, we show that E7 alone is necessary and sufficient to induce prolonged G 2 following S phase reentry in differentiated keratinocytes of raft cultures and have investigated the mechanisms that mediate this arrest.