The retinoblastoma tumor suppressor protein has been shown to bind directly and inhibit a transcriptionallyimportant amino-terminal kinase domain of TATAbinding protein-associated factor TAF II 250. Cyclin D1 also is able to associate with the amino terminus of TAF II 250 in a region very similar to or overlapping the Rb-binding site. In this study, we have examined whether cyclin D1 a ects the functional interaction between Rb and TAF II 250. We observed that when cyclin D1 is coincubated with Rb and TAF II 250, the ability of Rb to inhibit TAF II 250 kinase activity is e ectively blocked. However, cyclin D1 by itself has no apparent e ect on TAF II 250 kinase activity. We further found that the Rbrelated protein p107 can inhibit TAF II 250 kinase activity, and this inhibition is likewise alleviated by cyclin D1. Cyclin D1 prevents the kinase-inhibitory e ect of an Rb mutant unable to bind to D-type cyclins, indicating that it is acting through its association with TAF II 250 and not with Rb. However, we found no evidence of TAF II 250-binding competition between Rb and cyclin D1 in vitro. The adenovirus E1A protein, which also binds to both Rb and TAF II 250, exhibited a suppressive e ect on Rb-mediated kinase inhibition similar to that seen with cyclin D1. Our results suggest a novel means by which cyclin D1 may be able to independently regulate the activity of Rb. Oncogene (2000) 19, 5703 ± 5711.