The human papillomavirus type 18 (HPV-18) E7 protein promotes S-phase reentry in postmitotic, differentiated keratinocytes in squamous epithelium to facilitate vegetative viral DNA amplification. To examine the nature and fate of the differentiated cells that reenter S phase, organotypic cultures of primary human keratinocytes transduced with HPV-18 E7 were pulse-chase-pulse-labeled with 3 H-thymidine ( 3 H-TdR) and bromodeoxyuridine (BrdU). The kinetics of the appearance of doubly labeled suprabasal cells demonstrate that E7 expression did not promote prolonged S phase. Rather, there was a considerable lag before a small percentage of the cells reentered another round of S phase. Fluorescence in situ hybridization analysis, indeed, revealed a small fraction of the cells with more than 4n chromosomes in the differentiated strata. Differentiated cells positive for 3 H-TdR, BrdU, or both often had enlarged nuclei or were binucleated. These results suggest that S phase is not followed by cell division, although nuclear division may occur. Interestingly, a significant fraction of differentiated cells that entered S phase subsequently accumulated p27kip1 protein with a kinetics preceding the accumulation of cyclin E. We conclude that E7-transduced, differentiated keratinocytes that enter S phase have two alternative fates: (i) a low percentage of cells undergoes endoreduplication, achieving higher than 4n ploidy, and (ii) a high percentage of cells accumulates the p27kip1, cyclin E, and p21cip1 proteins, resulting in arrest and preventing further S-phase reentry.Human papillomaviruses (HPVs) cause benign proliferative lesions in cutaneous or mucosal epithelia. Infections by certain virus types, such as HPV type 16 (HPV-16) and HPV-18, can also lead to anogenital cancers. Despite the difference in viral pathogenesis, viral DNA amplification and progeny virion production invariably depend on squamous differentiation and occur only in benign warty growths (7). Because viral DNA replication requires the host replication machinery, HPVs induce S-phase reentry in a subset of postmitotic, differentiated keratinocytes (5), which we called unscheduled DNA synthesis. Organotypic cultures of primary human keratinocytes (PHKs) grown at the air-medium interface (abbreviated as raft cultures) resemble closely the native squamous epithelia from which the PHKs were derived (8). As in native skin, only the basal and parabasal cells maintain the ability to divide, whereas cells above are postmitotic and become progressively differentiated by histological and molecular criteria. In these cultures, expression of the HPV-18 E7 gene from its differentiationdependent promoter located in the upstream regulatory region (URR) recapitulates the unscheduled cellular DNA synthesis observed in benign papillomas caused by the nononcogenic HPV-6 or HPV-11 (5).The G 1 -to-S-phase transition during the cell cycle is normally controlled by the retinoblastoma susceptibility protein (pRb), the cyclin-dependent kinases (cdks), and cdk inhibitors. pRb bin...