Ninlp, a component of the 26S proteasome of Saccharomyces cerevisiae, is required for activation of Cdc28p kinase at the G1-S-phase and G2-M boundaries. By exploiting the temperature-sensitive phenotype of the ninl-l mutant, we have screened for genes encoding proteins with related functions to Ninlp and have cloned and characterized two new multicopy suppressors, SUNI and SlUN2, of the ninl-l mutation. SUNI can suppress a null ninl mutation, whereas SlUN2, an essential gene, does not. Sunlp is a 268-amino acid protein which shows strong similarity to MBP1 of Arabidopsis thaliana, a homologue of the S5a subunit of the human 26S proteasome. Sunlp binds ubiquitin-lysozyme conjugates as do S5a and MBP1. Sun2p (523 amino acids) was found to be homologous to the p58 subunit of the human 26S proteasome. cDNA encoding the p58 component was cloned. Furthermore, expression of a derivative of p58 from which the N-terminal 150 amino acids had been removed restored the function of a null allele of SUN2. During glycerol density gradient centrifugation, both Sunlp and Sun2p comigrated with the known proteasome components. These results, as well as other structural and functional studies, indicate that both Sunlp and Sun2p are components of the regulatory module of the yeast 26S proteasome.