In a previous report, we described the effects of cyclin D1 expression in epithelial tissues of transgenic mice. To study the involvement of D-type cyclins (D1, D2, and D3) in epithelial growth and differentiation and their putative role as oncogenes in skin, transgenic mice were developed which carry cyclin D2 or D3 genes driven by a keratin 5 promoter. As expected, both transgenic lines showed expression of these proteins in most of the squamous tissues analyzed. Epidermal proliferation increased in transgenic animals and basal cell hyperplasia was observed. All of the animals also had a minor thickening of the epidermis. The pattern of expression of keratin 1 and keratin 5 indicated that epidermal differentiation was not affected. Transgenic K5D2 mice developed mild thymic hyperplasia that reversed at 4 months of age. On the other hand, high expression of cyclin D3 in the thymus did not produce hyperplasia. The cyclins are a family of key cell-cycle regulators that function by association with and activation of cyclin-dependent kinases (CDKs) at specific points of the cell cycle to phosphorylate various proteins that are important during cell-cycle progression. 1 Three D-type cyclins (D1, D2, and D3) are expressed in the G 1 phase of the cell cycle and depending on cell lineage, various combinations of D-type cyclins are induced by mitogens. 1,2 Dtype cyclins form complexes with and activate CDK4 and CDK6 during the G 1 phase of the cell cycle. 3 A key substrate for G 1 cyclin/CDK complexes is the retinoblastoma protein, pRb. Phosphorylation of pRb, a tumor suppressor gene product, has been attributed to cyclin/CDK complexes and implicated in the regulation of proliferation in keratinocytes and other cell types. 4,5 Thus, phosphorylation of pRb blocks its ability to suppress the activity of S phase promoting transcription factors such as E2F. 4,6 Reconstitution of D-type cyclin/kinase complexes in baculovirus showed that all possible complexes are capable of phosphorylating pRb in vitro. 7,8 These results suggest that the fundamental role of D-type cyclins is to integrate extracellular signals with the cell-cycle machinery. 2 Initially, several reports assigned redundant roles to the three members of D-type cyclins, but in the last few years, it has become evident that each member plays a specific role and is differentially expressed in various tissues. 2 Recently, CDK-independent functions of D-type cyclins were also described. For example, ligand independent activation of estrogen receptors by cyclin D1 and inhibition of androgen receptors by binding of cyclin D1 or cyclin D3 was reported. 9 -12 Cyclin D1 and cyclin D2 seem to contribute to the neoplastic phenotypes in human and mouse tumors. In-