Little is known about cell cycle regulation in hypoxic cells, despite its significance. We utilized an experimentally tractable model to study the proliferative responses of rat fibroblasts when rendered hypoxic (0.5% oxygen) or anoxic (<0.01% oxygen). Hypoxic cells underwent G 1 arrest, whereas anoxic cells also demonstrated S-phase arrest due to suppression of DNA initiation. Upon reoxygenation, only those cells arrested in G 1 were able to resume proliferation. The oncoprotein E1a induced p53-independent apoptosis in anoxic cells, which when suppressed by Bcl-2 permitted proliferation despite anoxia. E1a expression led to marked increases in the transcription factor E2F, and overexpression of E2F-1 allowed proliferation in hypoxic cells, although it had minimal effect on the anoxic suppression of DNA initiation. We thus demonstrate two distinct cell cycle responses to low oxygen and suggest that alterations that lead to increased E2F can overcome hypoxic G 1 arrest but that additional alterations, promoted by E1a expression, are necessary for neoplastic cells to proliferate despite anoxia.Cellular hypoxia is common in many physiological and pathophysiological states, including cancer. Poor and disordered vascularization and rapid tumor cell proliferation lead to areas of significant hypoxia in the tumor microenvironment. Direct measurements of oxygen tension reveal that oxygenation may vary widely in tumors, with some areas approaching anoxia (55). Hypoxic tumors are poorly responsive to radiation and chemotherapy and appear to be more aggressive than nonhypoxic tumors (30). This may be partly related to the observation that some oncogenes, such as c-myc, selectively promote apoptosis in hypoxic p53 wild-type cells; thus, hypoxia can select for cells with mutant p53 (24, 25, 52). The role of hypoxia in tumor proliferation may also have important consequences in therapy resistance and tumor progression. However, the regulation of growth in hypoxia, and how oncogenes may affect this proliferation, is still poorly understood despite its importance in tumor biology and cancer treatment.Normal cell cycle progression is regulated by the coordinated actions of cyclins, cyclin-dependent kinases (CDKs), cyclin-dependent kinase inhibitors (CDKIs), and the E2F family of transcription factors (22). Exit from G 1 is mediated by CDK-mediated phosphorylation of the retinoblastoma protein (Rb) and its related pocket proteins, including p107. This phosphorylation releases members of the E2F family, which may then promote the transcription of genes necessary for S phase, including cyclin E enzymes necessary for deoxynucleotide synthesis and members of the DNA initiation complex, CDC6 and MCM6 (5, 11, 40). CDK2-mediated phosphorylation is important for other steps required for DNA synthesis, including the assembly and activation of the DNA initiation complex (11,12,40). CDK2 activity is dependent on the formation of cyclin A or cyclin E complexes and can be inhibited by the CDKIs p27 and p21. Many neoplasms have deregulated cel...