To investigate the potential functional cooperation between p27Kip1 and p130 in vivo, we generated mice deficient for both p27Kip1 and p130. In p27 Kip1؊/؊ ; p130 ؊/؊ mice, the cellularity of the spleens but not the thymi is significantly increased compared with that of their p27 Kip1؊/؊ counterparts, affecting the lymphoid, erythroid, and myeloid compartments. In vivo cell proliferation is significantly augmented in the B and T cells, monocytes, macrophages, and erythroid progenitors in the spleens of p27 Kip1؊/؊ ; p130 ؊/؊ animals. Immunoprecipitation and immunodepletion studies indicate that p130 can compensate for the absence of p27Kip1 in binding to and repressing CDK2 and is the predominant CDK-inhibitor associated with the inactive CDK2 in the p27Kip1؊/؊ splenocytes. The finding that the p27 Kip1؊/؊ ; p130 ؊/؊ splenic B cells are hypersensitive to mitogenic stimulations in vitro lends support to the concept that the hyperproliferation of splenocytes is not a result of the influence of their microenvironment. In summary, our findings provide genetic and molecular evidence to show that p130 is a bona fide cyclin-dependent kinase inhibitor and cooperates with p27Kip1 to regulate hematopoietic cell proliferation in vivo.For mammalian cells to duplicate, they have to progress through a series of processes that comprise the cell cycle. The retinoblastoma protein (pRB) pathway (i.e., cyclins, CDKs, CDK-inhibitors [CKIs], pRB, and E2F) links the positive and negative proliferative signals to the cell cycle machinery, and this pathway is inactivated in the majority of human cancers (37, 38). Mammalian cells become growth factor independent after passing the restriction point within the G 1 phase of the cell cycle (34). Two families of G 1 cyclins, D-type cyclins (cyclin D1, D2, and D3) and cyclin E (cyclin E1 and E2) (37), and their dependent kinases (CDK4, -6, and -2) control the transition through G 1 into the S phase of the cell cycle. The principal cellular targets of the G 1 cyclin-dependent CDKs are the pRB family of pocket proteins, consisting of pRB, p107, and p130. In quiescent cells, hypophosphorylated forms of the pRB-related pocket proteins associate with members of the E2F family of transcription factors, thereby negatively regulating the transcriptional activity of E2F-regulated genes, whose products are important for entry into S phase and DNA syn-