Transcriptional corepressors of the Groucho/transducin-like Enhancer of split (Gro/TLE) family are involved in a variety of cell differentiation mechanisms in both invertebrates and vertebrates. They become recruited to specific promoter regions by forming complexes with a number of different DNA-binding proteins thereby contributing to the regulation of multiple genes. To understand how the functions of Gro/TLE proteins are regulated, it was asked whether their ability to mediate transcriptional repression might be controlled by cell cycle-dependent phosphorylation events. It is shown here that activation of p34 cdc2 kinase (cdc2) with okadaic acid is correlated with hyperphosphorylation of Gro/TLEs. Moreover, pharmacological inhibition of cdc2 activity results in Gro/TLE dephosphorylation. In agreement with these findings, a purified cdc2-cyclin B complex can directly phosphorylate Gro/TLEs in vitro. Two separate Gro/TLE domains, the CcN and SP regions, contain sequences that are phosphorylated by cdc2. Deletion of these sequences is correlated with loss of Gro/ TLE phosphorylation by cdc2 in vitro and okadaic acidinduced Gro/TLE hyperphosphorylation in vivo. In addition, Gro/TLEs are phosphorylated during the G 2 /M phase of the cell cycle, and this is correlated with a decreased nuclear interaction. Finally, the transcription repression ability of Gro/TLEs is enhanced by pharmacological inhibition of cdc2. Taken together, these results demonstrate that Gro/TLE proteins are phosphorylated as a function of the cell cycle and implicate phosphorylation events occurring during mitosis in the negative regulation of Gro/TLE activity.In both invertebrates and vertebrates, transcriptional corepressor proteins of the Groucho/transducin-like Enhancer of split (Gro/TLE) 1 family play crucial roles in the regulation of a variety of cell differentiation mechanisms. In particular, Drosophila Gro is required for sex determination, segmentation, and neural development (1). Vertebrate Gro/TLE proteins contribute to the regulation of neuronal development (2), patterning of the neural tube (3, 4), skeletogenesis (5, 6), hematopoiesis (7-9), and myogenesis (10, 11). Gro/TLE proteins have no intrinsic DNA binding activity but can be targeted to specific gene regulatory regions due to their ability to interact with a number of different DNA-binding transcription factors. Examples of these include basic helixloop-helix proteins of the Hes family (12-17), Runt homology domain proteins of the Runt/RUNX family (7,18,19), homeodomain factors containing engrailed homology region 1 motifs (3, 20 -24), winged-helix domain transcription factors (23, 25), and high mobility group box proteins (7, 9). By virtue of these multiple interactions, the general transcription repression activity of Gro/TLE proteins can be recruited in context-dependent manners to specific target genes.Transcriptional repression by Gro/TLE family members is thought to be mediated by at least two mechanisms. Oligomeric Gro/TLEs can interact with both histones (26, 27) ...