The cyclin-dependent kinase inhibitor p21, a major transcriptional target of the tumor suppressor p53, plays a critical role in cell cycle arrest in G 1 and G 2 after DNA damage. It was previously shown that in some human cell lines when S phase is arrested, p53 is transcriptionally impaired such that some p53 targets including p21 are only weakly induced. We show here that during S phase arrest proteasome-mediated turnover of p21 is significantly increased in a manner that is independent of p53. It is well established that p21 can interact both with cyclin-dependent kinase complexes and with proliferating cell nuclear antigen (PCNA). Interestingly, the scant amount of p21 detected during S phase block cannot fully saturate cyclin A-cyclin-dependent kinase 2 complexes and does not interact detectably with PCNA. Importantly, DNA elongation assays in isolated nuclei show that the C terminus of p21 containing the PCNAbinding domain effectively blocks this process. This implies that p21 down-regulation could be an essential requirement for efficient restart of DNA synthesis. In line with this, only cells expressing low levels of p21 immediately progress through the cell cycle upon release from S phase arrest, whereas the remaining few high p21 producing cells move much more slowly through S. Thus, p21 down-regulation is multiply determined and is required for the reversibility of the arrest in S phase.Stress signals arising from various pathways such as DNA strand breaks, stalled DNA replication forks, ribonucleotide deprivation, and hypoxia (1-3) all appear to converge on the activation of p53 leading to transcriptional activation of p53 target genes such as the cyclin-dependent kinase inhibitor p21Cip1/Waf1 (hereafter referred to as p21). Transcriptional targets of p53 play crucial roles in both G 1 and G 2 checkpoints. Generally, when p53 is stabilized cells arrest irreversibly in G 1 and/or G 2 but not in S phase. Compounds such as hydroxyurea (HU), 1 which inhibits the activity of ribonucleotide reductase (4); aphidicolin (APH), which blocks DNA polymerase ␣ (5); and hypoxia (6) cause a reversible late G 1 /early S phase arrest independent of p53. Interestingly, however, although p53 protein levels are increased as a consequence of these treatments, it is at least partially held in check because transcriptional targets such as p21 do not accumulate (7-9).The p21 Cip1/waf1 protein, a member of a family of cyclin-dependent kinase (CDK) inhibitors, controls the G 1 /S transition through its ability to bind tightly to cyclinD-CDK4, cyclinE-CDK2, and cyclin A-CDK2 complexes (10). p21 also binds to the replicative clamp protein PCNA and interferes with its interactions with replication factor C (11, 12), DNA polymerase ␦ (13), and FEN1 (14), thereby inhibiting DNA replication in vitro (15-17). Far higher concentrations of p21 are required to inhibit PCNA activities in DNA repair than to repress DNA replication in vitro (15,18,19).Although much information is available about the activities of p21, the mechanisms gover...