Cyclin E, in conjunction with its catalytic partner cyclin-dependent kinase 2 (CDK2), regulates cell cycle progression as cells exit quiescence and enter S-phase. Multiple mechanisms control cyclin E periodicity during the cell cycle, including phosphorylation-dependent cyclin E ubiquitylation by the SCF Fbw7 ubiquitin ligase. Serine 384 (S384) is the critical cyclin E phosphorylation site that stimulates Fbw7 binding and cyclin E ubiquitylation and degradation. Because S384 is autophosphorylated by bound CDK2, this presents a paradox as to how cyclin E can evade autocatalytically induced degradation in order to phosphorylate its other substrates. We found that S384 phosphorylation is dynamically regulated in cells and that cyclin E is specifically dephosphorylated at S384 by the PP2A-B56 phosphatase, thereby uncoupling cyclin E degradation from cyclin E-CDK2 activity. Furthermore, the rate of S384 dephosphorylation is high in interphase but low in mitosis. This provides a mechanism whereby interphase cells can oppose autocatalytic cyclin E degradation and maintain cyclin E-CDK2 activity while also enabling cyclin E destruction in mitosis, when inappropriate cyclin E expression is genotoxic.KEYWORDS cell cycle, cyclin-dependent kinases, cyclins, serine/threonine phosphatases, ubiquitination T he mammalian cell cycle is regulated by cyclin-dependent kinases (CDKs) and their associated cyclin regulatory subunits. Cyclin E-CDK2 has essential roles as cells exit quiescence and during endoreduplication. It also regulates numerous processes during the G 1 and S-phases of the cell cycle, including S-phase entry, DNA replication, and centrosome duplication (1-5).Cells must tightly regulate cyclin E-CDK2 activity, and this is accomplished through a variety of mechanisms, including E2F-dependent cyclin E transcription, binding of CDK inhibitor proteins (p27Kip1 and p21Cip1), activating and inhibitory phosphorylation of CDK2, and cyclin E degradation by the ubiquitin-proteasome system (1, 2). Abnormal cyclin E-CDK2 activity disrupts normal G 1 /S control and causes genomic instability (6-12). Importantly, cyclin E is oncogenic in multiple contexts: the cyclin E gene is amplified in human serous ovarian and basal breast cancers, and its deregulated activity promotes tumorigenesis in mice (13-16).The F-box protein Fbw7 is the substrate recognition component of an SCF ubiquitin ligase that targets cyclin E for degradation after cyclin E becomes phosphorylated within conserved motifs called Cdc4 phosphodegrons (CPDs) (17)(18)(19)(20)(21)(22). Fbw7 substrate CPDs contain two negative charges: a phosphorylated-Thr/Ser (pT/S) in the 0 position, and a second pT/S or an acidic amino acid in the ϩ4 position (23,24). Cyclin E contains two CPDs: a high-affinity C-terminal degron that is phosphorylated at T380 and S384 and is the primary determinant of Fbw7 binding and a low-affinity N-terminal degron that contains only one phosphorylation site, at T62 (Fig. 1A). Phosphorylation-