The tumor suppressor p53 regulates the expression of downstream effectors involved in cell cycle arrest, recovery from the arrest, and apoptosis (1-3). The key mediators of these processes are, respectively, the cyclin-dependent kinase (cdk) 1 inhibitor, p21Cip1/Waf1 (4), the proto-oncoprotein MDM2 (mouse double minute 2) (5-10), and the cell death promoting factor Bax (11). MDM2 is aberrantly expressed in a number of human tumors (12)(13)(14)(15)(16)(17)(18)(19)(20). It forms a negative autoregulatory loop with p53 by binding to its activation domain (21) and inhibiting its functions in transactivation (22-24), growth arrest (25, 26), and apoptosis (26 -28). Inhibition of p53 is essential for development, because homozygous inactivation of the MDM2 gene in mice is lethal and is rescued by inactivation of p53 (23, 29). MDM2 regulates a number of factors in addition to p53, including the tumor suppressor pRb (30), its homologue p107 (31), and the transcription factors E2F1/DP1 (32) and MyoD (33).MDM2 has many features of transcription factors, including a nuclear localization signal, a central acidic region similar to a class of activation domains, an adjacent C4 zinc finger that could interact with nucleic acids, and a C-terminal variant C3HC4 Ring finger (34,35). Ring fingers fold into a characteristic motif with two molecules of zinc and mediate interactions with nucleic acids and proteins (36,37). The N-terminal region of MDM2 interacts with p53 (21), E2F1/DP1 (32), and SV40 large T (38). Recently, the acidic region has been shown to interact with the ribosomal protein L5 and the Ring finger has been shown to interact with RNA, suggesting that MDM2 may regulate protein synthesis (39). The effects of MDM2 on p53, pRb, p107, and E2F1/DP1 suggest that one of its major functions is to regulate the cell cycle.Cell cycle progression depends upon cyclin-cdk complexes that are regulated in a complex manner by synthesis and degradation of the cyclins, association with inhibitory subunits, and phosphorylation of activatory and inhibitory sites on the cdks (40 -43). Cyclin A is required for the S phase, passage through G 2 , and mitosis (44 -48). Cyclin A synthesis at the G 1 /S border is tightly regulated at the transcriptional level (49), whereas degradation appears to be restricted to G 2 /M (50). The promoter is repressed during the G 1 phase by factors binding the cell cycle-dependent element (CDE) and cell cycle genes homology region (CHR), and dissociation of these repressors appears to release the activity of positive regulators, leading to activation during S phase (49,(51)(52)(53). There are similar CDE/CHR elements in the cdc2 and CDC25C gene promoters that mediate regulation during the S/G 2 phase (52), whereas related elements control G 1 and G 1 /S phase expression (54). The factors that bind to the CDE and the CHR have not been unambiguously established. E2F/DP1-like factors appear to bind weakly to the CDE (51-53), and there is evidence that the