Eukaryotic cell cycle progression is mediated by phosphorylation of protein substrates by cyclin-dependent kinases (CDKs). A critical substrate of CDKs is the product of the retinoblastoma tumor suppressor gene, pRb, which inhibits G 1 -S phase cell cycle progression by binding and repressing E2F transcription factors. CDK-mediated phosphorylation of pRb alleviates this inhibitory effect to promote G 1 -S phase cell cycle progression. pRb represses transcription by binding to the E2F transactivation domain and recruiting the mSin3⅐histone deacetylase (HDAC) transcriptional repressor complex via the retinoblastoma-binding protein 1 (RBP1). RBP1 binds to the pocket region of pRb via an LXCXE motif and to the SAP30 subunit of the mSin3⅐HDAC complex and, thus, acts as a bridging protein in this multisubunit complex. In the present study we identified RBP1 as a novel CDK substrate. RBP1 is phosphorylated by CDK2 on serines 864 and 1007, which are N-and C-terminal to the LXCXE motif, respectively. CDK2-mediated phosphorylation of RBP1 or pRb destabilizes their interaction in vitro, with concurrent phosphorylation of both proteins leading to their dissociation. Consistent with these findings, RBP1 phosphorylation is increased during progression from G 1 into S-phase, with a concurrent decrease in its association with pRb in MCF-7 breast cancer cells. These studies provide new mechanistic insights into CDK-mediated regulation of the pRb tumor suppressor during cell cycle progression, demonstrating that CDK-mediated phosphorylation of both RBP1 and pRb induces their dissociation to mediate release of the mSin3⅐HDAC transcriptional repressor complex from pRb to alleviate transcriptional repression of E2F.The eukaryotic cell cycle is an evolutionarily conserved process that regulates cell division from unicellular organisms such as yeast through to humans. In response to developmental cues, appropriate growth conditions, and stimulation by mitogenic growth factors, cell division is promoted by activation of the key enzymes responsible for promoting cell cycle progression, the cyclin-dependent kinases (CDKs).4 These dimeric enzymes consist of a cyclin regulatory subunit, which binds and activates a CDK protein kinase subunit (1). In mammalian cells, progression through the different cell cycle phases is mediated by different CDKs. Therefore, cyclin D/CDK4/6 controls progression through G 1 phase (2, 3) followed by cyclin E/CDK2 kinase activity promoting G 1 -S phase progression (4). Cyclin A/CDK2 is important during S phase and cyclin A/CDK1 activity peaks during G 2 phase (5). Finally, cyclin B/CDK1 activity is required for mitosis (6, 7). CDKs mediate cell cycle progression through phosphorylation of protein substrates to alter their biological function(s). Different CDKs phosphorylate distinct substrates to promote progression through different cell cycle phases due to their differential temporal activities, substrate specificities, and subcellular localization, although some substrates are phosphorylated by different CD...