The cell cycle is governed by a family of cyclin-dependent kinases (Cdks). Cdk2 forms a functional complex with cyclin E and plays a pivotal role in the regulation of G1/S transition. Cdk2 activity is negatively regulated by interactions with inhibitors. p27 Kip1 , one of the most potent inhibitors of Cdk2, was recently identified as a powerful negative prognostic marker in non-small cell lung cancer as well as in colorectal and breast cancer. In the present study, the expression of p27 and Ki-67 antigen in nonneoplastic and cancerous lung tissues was determined by immunohistochemistry. After establishing that the antibody-measured p27 labeling index was a good reflection of the level of p27 expression measured by Western blotting , we show that p27 labeling index is decreased in cancerous lung tissues , compared with nonneoplastic lung tissues , and exhibits a significant inverse relation to the proliferation marker Ki-67 antigen , detected with monoclonal antibody MIB-1. Consistent with these data , all cancerous lung tissues showed enhanced degradation activity of p27 compared with nonneoplastic lung tissues and , in addition , increased levels of the phosphorylated form of Cdk2 , as determined with Western blot analysis. The H1 histone kinase activity associated with Cdk2 was also increased in non-small cell lung cancers. Statistical analysis showed that proliferative activity as measured by MIB-1 labeling index was highly correlated with Cdk2 activity (r ؍ 0.767 , P < 0.0015). These results suggest that p27 and Cdk2 may play an important role in the proliferation of non-small cell cancer. (Am J Pathol 1998, 153:505-513)