When tethered in cis to DNA, the transcriptional corepressor mSin3B inhibits polyomavirus (Py) oridependent DNA replication in vivo. Histone deacetylases (HDACs) appear not to be involved, since tethering class I and class II HDACs in cis does not inhibit replication and treating the cells with trichostatin A does not specifically relieve inhibition by mSin3B. However, the mSin3B L59P mutation that impairs mSin3B interaction with N-CoR/SMRT abrogates inhibition of replication, suggesting the involvement of N-CoR/SMRT. Py large T antigen interacts with mSin3B, suggesting an HDAC-independent mechanism by which mSin3B inhibits DNA replication.The mammalian Sin3 (mSin3) transcriptional corepressor is associated with many distinct protein complexes, among which, the mSin3/histone deacetylases (HDAC)/RbAp48 complex is predominant (reviewed in references 4 and 59). This complex is recruited by unliganded nuclear hormone receptors through N-CoR/SMRT (nuclear receptor corepressor/silencing mediator for retinoid and thyroid receptors) (2,32,34,45,57,102), the methylated CpG-binding protein MeCP2 (40, 58), Mad/ Max and Mxi/Max heterodimers (71), p53 (56), and other proteins (reviewed in reference 15) to repress the transcription of specific targets.At least two forms of mSin3B are found in mammalian cells due to alternative mRNA splicing: the full-length mSin3B (mSin3B LF ) containing four paired amphipathic ␣-helix (PAH) and a short form mSin3B (mSin3B SF ) containing only the first two PAH domains and lacking the HDAC1/2-interacting domain (2). HDAC1 and -2 interact with mSin3A (or -B) protein through domains within the C terminus, starting at PAH3 (2, 92), and HDAC7 interacts with PAH1 of mSin3 (42), whereas HDAC5, as well as HDAC7, indirectly interacts with mSin3 through N-CoR/SMRT (37,42). N-CoR/SMRT also acts as a corepressor in an mSin3-HDAC complex (2,32,34,45,57,102). The L59P substitution in PAH1 impairs interaction with N-CoR/SMRT and partially reduces corepressor activity (2). Not all active Sin3 complexes require either HDAC activity or even the presence of HDACs (2,41,45,92,100).HDAC-dependent p53-mediated transcriptional repression requires mSin3 (56, 103). The p53 protein also represses in vitro replication of simian virus 40 (SV40) DNA and polyomavirus (Py) DNA (19,55,82,86) and nuclear DNA replication in the Xenopus egg extracts (14). Whether or not mSin3 is required for p53 mediated repression of DNA replication is not known.HDAC complexes recruited by pRB to deacetylate histones and nonhistone proteins important for transcription also contain mSin3 (8, 46, 50, 51). pRB's control of cell cycle progression and DNA replication depends, at least in part, upon repressing transcription of E2F-regulated genes through both HDAC-dependent and -independent mechanisms (31, 46). That control of DNA replication by pRB might involve mechanisms besides transcriptional repression is suggested by observations including: (i) interaction of pRB with the replication-licensing factor MCM7 inhibits DNA replication in vitro (...