p53 gene mutations are among the most common alterations in cancer. In most cases, missense mutations in one TP53 allele are followed by loss-of-heterozygosity (LOH), so tumors express only mutant p53. TP53 mutations and LOH have been linked, in many cases, with poor therapy response and worse outcome. Despite this, remarkably little is known about how TP53 point mutations are acquired, how LOH occurs, or the cells involved. Nutlin-3a occupies the p53-binding site in MDM2 and blocks p53-MDM2 interaction, resulting in the stabilization and activation of p53 and subsequent growth arrest or apoptosis. We leveraged the powerful growth inhibitory activity of Nutlin-3a to select p53-mutated cells and examined how TP53 mutations arise and how the remaining wild-type allele is lost or inactivated. Mismatch repair (MMR)-deficient colorectal cancer cells formed heterozygote (p53 wild-type/mutant) colonies when cultured in low doses of Nutlin-3a, whereas MMR-corrected counterparts did not. Placing these heterozygotes in higher Nutlin-3a doses selected clones in which the remaining wild-type TP53 was silenced. Our data suggest silencing occurred through a novel mechanism that does not involve DNA methylation, histone methylation, or histone deacetylation. These data indicate MMR deficiency in colorectal cancer can give rise to initiating TP53 mutations and that TP53 silencing occurs via a copy-neutral mechanism. Moreover, the data highlight the use of MDM2 antagonists as tools to study mechanisms of TP53 mutation acquisition and wild-type allele loss or silencing in cells with defined genetic backgrounds.p53 is a stress-responsive tumor suppressor encoded by the TP53 gene. TP53 mutations are among the most common alterations in cancer (1). In most cases, missense mutations in one TP53 allele are followed by loss-of-heterozygosity (LOH), 2 so tumors express only mutant p53. TP53 mutations and LOH have been linked, in many cases, with poor therapy response, increased tumor aggressiveness, and decreased long term survival (2-5). Despite this, remarkably little is known about how TP53 point mutations are acquired, how LOH occurs, or the cells involved.Genomic instability is a hallmark of colorectal cancer (CRC) and is divided into the following two classes: chromosome instability (CIN) and microsatellite instability (MSI) (6 -9). Tumors with CIN include most (ϳ85%) of all CRCs and are characterized by gross karyotypic changes, including alterations in chromosome number and structure (8). The CIN phenotype appears to result, at least in part, from truncating mutations in the tumor-suppressor protein adenomatous polyposis coli, a protein that controls proper chromosome segregation in mitosis (6,8). Tumors with MSI account for the remaining 15% of CRCs. MSI tumors, as the name implies, are characterized by rapid changes (instability) in the length of short repetitive microsatellite sequences in the genome (10). In contrast to CIN, MSI tumors have a relatively stable karyotype, but instead harbor multiple frameshift and missense mu...