Cyclin-dependent kinase 5 (Cdk5) is activated by the neuronal-specific activator protein, p35. In contrast to the activation of typical CDKs by cyclin subunits, p35⅐Cdk5 was not further activated by the CDK-activating kinase (CAK) and was neither phosphorylated nor inhibited by the Tyr-15-specific Wee1 kinase. The previously identified proteolytic active fragment of p35, p25 (residues 91-307) as well as the slightly smaller fragment containing residues 109 -291, was found to be sufficient to bind and activate Cdk5. Other CDKs, including Cdk2, associated weakly with p25. However, their kinase activity was only activated to the low level observed for cyclin A⅐Cdk2 without Thr-160 phosphorylation, and phosphorylation of Thr-160 in Cdk2 did not activate the p25⅐Cdk2 complex further. We have identified distinct regions in p35 required for binding to Cdk5 or activation of Cdk5. Residues ϳ150 -200 of p35 were sufficient for binding to Cdk5, but residues ϳ279 -291 were needed in addition for activation of Cdk5 in vitro.Cyclins and cyclin-dependent kinases (CDKs) 1 are key regulators of the eukaryotic cell cycle (1). Cdc2 is associated with B-type cyclins and regulates M phase (2). Cdk2 is associated with A-and E-type cyclins, and the respective complexes are believed to control the S phase and G 1 -S transition, respectively (3, 4). Cdk4 and Cdk6 are associated with the D-type cyclins and are important for G 1 progression (3).The activity of CDKs is tightly regulated by an intricate system of protein-protein interaction and phosphorylation (5). The activation of CDKs, by definition, requires the association with cyclin partners. Full activation of CDKs requires in addition the phosphorylation of Thr-161/Thr-160, which lies in the activating T-loop in the crystal structure of Cdk2 (6, 7). The Thr-161/Thr-160 residue is phosphorylated by the CDK-activating kinase (CAK), which is composed of a cyclin H-Cdk7 complex and a RING finger protein subunit MAT1 (8). The activity of CDKs can be inhibited by phosphorylation of Thr-14 and Tyr-15 by the Wee1 and Myt1 protein kinases (9). Furthermore, CDKs can be inactivated by binding to CDK inhibitors like those from the p21 cip1/WAF1 family (p21 cip1/WAF1 , p27 kip1 , and p57 kip2 ) and the p16 INK4A family (p16 INK4A , p15 INK4B