The human cytomegalovirus (HCMV) IE86 protein induces the human fibroblast cell cycle from G 0 /G 1 to G 1 /S, where cell cycle progression stops. Cells with a wild-type, mutated, or null p53 or cells with null p21 protein were transduced with replication-deficient adenoviruses expressing HCMV IE86 protein or cellular p53 or p21. Even though S-phase genes were activated in a p53 wild-type cell, IE86 protein also induced phosphoSer 15 p53 and p21 independent of p14ARF but dependent on ATM kinase. These cells did not enter the S phase. In human p53 mutant, p53 null, or p21 null cells, IE86 protein did not up-regulate p21, cellular DNA synthesis was not inhibited, but cell division was inhibited. Cells accumulated in the G 2 /M phase, and there was increased cyclin-dependent kinase 1/cyclin B1 activity. Although the HCMV IE86 protein increases cellular E2F activity, it also blocks cell division in both p53؉/؉ and p53 ؊/؊ cells.The DNA tumor viruses such as adenovirus, simian virus 40, and the papillomaviruses have the ability to transform cells (38). These viruses inactivate the Rb family of proteins to induce E2F-responsive gene expression (11,23,49). For regulation of cellular proliferation, the Rb pathway is functionally linked to the p53 pathway (50). Deregulated E2F activity induces the p53 pathway to inhibit cell cycle progression or to induce apoptosis. By doing so, the growth and development of cancerous cells are prevented. The DNA tumor viruses interfere with the activity of p53 and escape a cellular checkpoint system induced by deregulated E2F activity (11,23,49). p53 transactivates a set of genes that promote antiproliferative responses, including cell cycle arrest either at the G 1 /S transition or at G 2 before mitosis (1,5,13,43). The cyclindependent kinase (cdk) inhibitor p21 (Cip1) is one of the p53-responsive genes that play an important role in regulation of cellular proliferation (21,51,52,60). Besides cdk inhibition, p21 also binds to proliferating cell nuclear antigen and inhibits DNA polymerase delta (14,59,60).Human cytomegalovirus (HCMV), a member of the Betaherpesvirus family, has various effects on cellular physiology, including the cell cycle (7,26,56). HCMV productively infects terminally differentiated cells that are in the G 0 /G 1 phase of the cell cycle and low in nucleotide triphosphate precursors for DNA synthesis. Although HCMV induces human foreskin fibroblast (HFF) cells to express genes required for S phase entry, cellular DNA synthesis does not occur in HFF cells (4,7,12,24,26,29,54,56).The viral immediate-early (IE) protein of approximately 86 kDa (IE86) is encoded by the IE2 gene (UL122) of HCMV and is a strong transactivator of viral and cellular promoters. The IE86 protein interacts with the cellular basal transcription factors to activate transcription (9, 25, 30, 31). The IE86 protein also interacts with Rb, inhibits Rb-mediated repression of transcription (16,20), and consequently up-regulates the expression of E2F-responsive genes (7,26,56). Despite up-regulated E2F-r...