MENT (Myeloid and Erythroid NuclearTermination stage-specific protein) is a developmentally regulated chromosomal serpin that condenses chromatin in terminally differentiated avian blood cells. We show that MENT is an effective inhibitor of the papain-like cysteine proteinases cathepsins L and V. In addition, ectopic expression of MENT in mammalian cells is apparently sufficient to inhibit a nuclear papain-like cysteine proteinase and prevent degradation of the retinoblastoma protein, a major regulator of cell proliferation. MENT also accumulates in the nucleus, causes a strong block in proliferation, and promotes condensation of chromatin. Variants of MENT with mutations or deletions within the M-loop, which contains a nuclear localization signal and an AT-hook motif, reveal that this region mediates nuclear transport and morphological changes associated with chromatin condensation. Noninhibitory mutants of MENT were constructed to determine whether its inhibitory activity has a role in blocking proliferation. These mutations changed the mode of association with chromatin and relieved the block in proliferation, without preventing transport to the nucleus. We conclude that the repressive effect of MENT on chromatin is mediated by its direct interaction with a nuclear protein that has a papain-like cysteine proteinase active site.MENT (Myeloid and Erythroid Nuclear Termination stagespecific protein), a developmentally regulated nuclear protein, is present in three main avian blood cell types (erythrocytes, lymphocytes, and granulocytes) where it is the predominant non-histone protein associated with compact heterochromatin (1). In vitro, MENT brings about a dramatic remodeling and condensation of chromatin higher order structure by forming protein "bridges" connecting separate nucleosomes in nucleosome arrays (for review see Ref.2). MENT has no homology with other known chromatin proteins but belongs to the intracellular branch of the serpin superfamily (3). Serpins were originally characterized as serine proteinase inhibitors; however, more recently certain members have been shown to be capable of inhibiting other proteinase classes such as caspases (the viral serpin crmA (4)) and papain-like cysteine proteinases (SCCA-1 (5)). The inhibitory members of the serpin family are notable for their ability to undergo a large scale conformational transition (for review see Ref. 6) that is critical for inhibition of target proteinases (7, 8) and for self-association or polymerization (9 -11). Multiple sequence alignments and comparison with known serpin structures reveal that MENT contains a large insertion, the "M-loop," between the C-and D-helices. This loop contains two critical functional motifs as follows: a classical nuclear localization signal (NLS) 1 that is required for nuclear import, and an AT-hook motif that is involved in chromatin and DNA binding (3). Like other serpins, MENT possesses a reactive center loop (RCL) 2 through which interaction with a cognate proteinase occurs. The presence of an inhibitory...