Human cytomegalovirus (HCMV) is a betaherpesvirus that infects the majority of the population and is best known for causing birth defects and health problems in immunocompromised individuals such as transplant recipients and AIDS patients (8). Seropositivity for HCMV also correlates with poorer clinical outcomes for inflammatory bowel diseases, allograft rejection, atherosclerosis, and coronary restenosis following angioplasty. There are a number of reports of increased p53 and phosphorylated p53 in HCMV-infected cells and cells expressing the HCMV immediate-early (IE) protein 51,58,60). However, the detailed mechanism of such an increase and its biological significance are not well understood.The effects of HCMV on coronary smooth muscle cells were correlated with p53 accumulation and IE2-86-mediated inhibition of p53 functioning (60). This was evidenced by reports that IE2-86 expression in HCMV-infected cells mirrored p53 induction and IE2-86 coimmunoprecipitated p53 (59). IE2-86 also blocked reporter gene activity from p53-responsive promoters without interfering with p53 binding to its target DNA sequences (61). Steady-state levels of p21, a cyclin-dependent kinase inhibitor whose levels are indicative of p53 transcriptional activity, are decreased in HCMV-infected cells (12,23,52). However, either IE1-72 or IE2-86 alone increased the relative amounts of p21 in transfected cells (10, 58). p53 is a cellular tumor suppressor protein that is induced in response to a variety of stresses, including cellular DNA damage, and is critical in arresting cell growth and the induction of apoptosis (41). Levels of p53 are normally maintained in a regulatory circuit with mdm2. p53 induces the transcription of mdm2, a ubiquitin ligase that targets p53 for proteasomal degradation (49). A variety of posttranslational modifications to p53, such as serine 15 phosphorylation by ataxia telangiectasiamutated and Rad 3-related kinases, are capable of breaking the p53-mdm2 regulatory loop and increasing levels of p53 (3).HCMV IE proteins are promiscuous transactivators with multiple functions (11). They block apoptosis (71) and are capable of stimulating quiescent cells into G 1 /S phase (70) and arresting cell cycle progression at the same border (43). IE1-72 and IE2-86 bind and phosphorylate retinoblastoma (Rb) family members, resulting in the upregulation of cyclin E/cdk2 kinase activity and E2F/DP transcription factor release (47,54,64,68), respectively. Cells transfected with IE2-86 show predominant activation of E2F-responsive genes (57), while IE1-72 causes the release of cyclin E/cdk2 from its inactive complex (68). IE1-72 is a serine/threonine protein kinase (53) that appears to be dispensable for HCMV replication under high multiplicities of infection (29), while IE2-86 is not (46). Either IE1-72 or IE2-86 can induce p53 (51), but IE2-86 is considered the dominant factor that induces and inactivates p53 during HCMV infection for the reasons described above.Productive infection for a number of DNA viruses is accompanied by ...