Transforming growth factor beta (TGF-b) is an important regulator of cell growth, and loss of TGF-b signaling is a hallmark of carcinogenesis. The Smad3/4 adaptor protein b2-spectrin (b2SP) is emerging as a potent regulator of tumorigenesis through its ability to modulate the tumor suppressor function of TGF-b. However, to date the role of the TGFb signaling pathway at specific stages of the development of hepatocellular carcinoma (HCC), particularly in relation to the activation of other oncogenic pathways, remains poorly delineated. Here we identify a mechanism by which b2SP, a crucial Smad3 adaptor, modulates cyclin dependent kinase 4 (CDK4), cell cycle progression, and suppression of HCC. Increased expression of b2SP inhibits phosphorylation of the retinoblastoma gene product (Rb) and markedly reduces CDK4 expression to a far greater extent than other CDKs and cyclins. Furthermore, suppression of CDK4 by b2SP efficiently restores Rb hypophosphorylation and cell cycle arrest in G 1 . We further demonstrate that b2SP interacts with CDK4 and Smad3 in a competitive and TGF-b-dependent manner. In addition, haploinsufficiency of cdk4 in b2sp 1/2 mice results in a dramatic decline in HCC formation compared to that observed in b2sp 1/2 mice. Conclusion: b2SP deficiency leads to CDK4 activation and contributes to dysregulation of the cell cycle, cellular proliferation, oncogene overexpression, and the formation of HCCs. Our data highlight CDK4 as an attractive target for the pharmacologic inhibition of HCC and demonstrate the importance of b2sp 1/2 mice as a model of preclinical efficacy in the treatment of HCC. (HEPATOLOGY 2011;53:1676-1684 T he transforming growth factor b (TGF-b) signaling pathway is involved in multiple cellular processes, including cell growth, differentiation, adhesion, migration, and apoptosis. TGF-b is particularly active as an antimitogenic cytokine, functioning as a profound tumor suppressor by inhibiting cell cycle progression and arresting cells in early G 1 phase. TGFb signaling is mediated by type I and type II transmembrane serine/threonine kinase receptors (TbRI and TbRII) and such intracellular mediators as the Abbreviations: b2SP, b2-spectrin; CDK4, cyclin dependent kinase 4; HCC, hepatocellular cancer; TGF-b, transforming growth factor-b. From the