Previous work has demonstrated the critical role for transcription repression in quiescent cells through the action of E2F-Rb or E2F-p130 complexes. Recent studies have shown that at least one mechanism for this repression involves the recruitment of histone deacetylase. Nevertheless, these studies also suggest that other events likely contribute to E2F͞Rb-mediated repression. Using a yeast two-hybrid screen to identify proteins that specifically interact with the Rbrelated p130 protein, we demonstrate that p130, as well as Rb, interacts with a protein known as CtIP. This interaction depends on the p130 pocket domain, which is important for repression activity, as well as an LXCXE sequence within CtIP, a motif previously shown to mediate interactions of viral proteins with Rb. CtIP interacts with CtBP, a protein named for its ability to interact with the C-terminal sequences of adenovirus E1A. Recent work has demonstrated that the Drosophila homologue of CtBP is a transcriptional corepressor for Hairy, Knirps, and Snail. We now show that both CtIP and CtBP can efficiently repress transcription when recruited to a promoter by the Gal4 DNA binding domain, thereby identifying them as corepressor proteins. Moreover, the full repression activity of CtIP requires a PLDLS domain that is also necessary for the interaction with CtBP. We propose that E2F-mediated repression involves at least two events, either the recruitment of a histone deacetylase or the recruitment of the CtIP͞CtBP corepressor complex.The control of the early events of cell proliferation through the action of the G1 cyclin-dependent kinases, leading to the phosphorylation of Rb and related proteins, and the subsequent accumulation of E2F transcription factor activity is now well established (for reviews, see refs. 1-6). It is also evident that most, if not all, human cancers arise as a result of the disruption of this pathway, either through the activation of positive acting components such as the G1 cyclins or the inactivation of negative-acting components such as p53, Rb, and the cyclin kinase inhibitors (6, 7). E2F transcription activity is now recognized to be a complex array of DNA binding activities that function both as transcriptional activating proteins as well as transcription repressors (8, 9). The E2F4 and E2F5 proteins, which specifically associate with the Rb-related p130 protein in quiescent cells (10), function to repress transcription of various genes encoding proteins important for cell growth. In contrast, the E2F1, E2F2, and E2F3 proteins are tightly regulated by cell proliferation, accumulate as cells progress through mid-to late G1, and appear to function as positive regulators of transcription. The complexity of E2F transcription control is illustrated by the fact that the E2F1, E2F2, and E2F3 genes are repressed in quiescent cells through the action of E2F4 or E2F5 complexes containing Rb or p130. In addition to the E2F1, E2F2, and E2F3 genes, the targets for E2F-mediated repression include a very large number of genes ...