The retinoblastoma (RB) tumor suppressor is a critical negative regulator of cellular proliferation. Repression of E2F-dependent transcription has been implicated as the mechanism through which RB inhibits cell cycle progression. However, recent data have suggested that the direct interaction of RB with replication factors or sites of DNA synthesis may contribute to its ability to inhibit S phase. Here we show that RB does not exert a cis-acting effect on DNA replication. Furthermore, the localization of RB was distinct from replication foci in proliferating cells. While RB activation strongly attenuated the RNA levels of multiple replication factors, their protein expression was not diminished coincident with cell cycle arrest. During the first 24 h of RB activation, components of the prereplication complex, initiation factors, and the clamp loader complex (replication factor C) remained tethered to chromatin. In contrast, the association of PCNA and downstream components of the processive replication machinery was specifically disrupted. This signaling from RB occurred in a manner dependent on E2F-mediated transcriptional repression. Following long-term activation of RB, we observed the attenuation of multiple replication factors, the complete cessation of DNA synthesis, and impaired replicative capacity in vitro. Therefore, functional distinctions exist between the "chronic" RB-mediated arrest state and the "acute" arrest state. Strikingly, attenuation of RB activity reversed both acute and chronic replication blocks. Thus, continued RB action is required for the maintenance of two kinetically and functionally distinct modes of replication inhibition.The retinoblastoma (RB) tumor suppressor is a critical negative regulator of cellular proliferation that is targeted at high frequency in human cancer (5,30,51,61,72,73). While RB has principally been considered as a regulator of G 1 phase, the importance of RB in governing DNA synthesis has become increasingly clear (14,33,35,41,52,58,60). Currently, there are two mechanisms through which RB has been postulated to inhibit replication. In the first, DNA synthesis may be influenced by the direct interaction of RB with components of the replication process. For example, recent data have suggested a direct role for RB/E2F in regulating origin function during Drosophila chorion gene amplification (10). Furthermore, under certain conditions RB has been localized to sites of DNA replication, although this remains controversial (16, 32). Additionally, RB has been demonstrated to directly interact with the DNA replication factors MCM7, DNA polymerase ␣, and replication factor C (RFC) p140 subunit (24,55,64,67). The importance of these interactions during cellular DNA replication has yet to be determined. However, these studies collectively suggest that RB could function in cis to directly inhibit DNA replication.In the second model, RB-mediated S-phase inhibition may be attributed to the active repression of requisite DNA replication factor expression. RB is known to bin...