p21WAF is a cyclin-dependent kinase inhibitor which is widely expressed in epidermal structures. Using a combination of double immunocytochemical staining and combined in situ hybridization, we show that there is a striking exclusivity between the expression of Ki67 and p21WAF in the hair matrix. Some cells that are Ki67-positive also express p53, but as they exit the cell cycle they assume p21WAF-positive/p53-negative status. By contrast, cells in the interfollicular epidermis of psoriatic lesions, in the sebaceous gland, and in the outer root sheath are p21WAF-positive/p53-positive but Ki67-negative. These results suggest that in some anatomical parts of the epidermis, p21WAF expression can accompany p53 expression, whereas in other parts, the expression of these markers is reciprocal, suggesting that other pathways may be controlling p21WAF expression. In order to define, functionally, the presence of p53-independent p21WAF expression in skin, we examined lesions of Bowen's disease in which both alleles of p53 were inactivated. p21WAF expression was still observed, confirming a role for p53-independent expression of p21WAF in human skin in vivo.