Previous studies have demonstrated cell cycle-dependent specificities in the interactions of E2F proteins with Rb family members. We now show that the formation of an E2F-p130 complex is unique to cells in a quiescent, G 0 state. The E2F-p130 complex does not reform when cells reenter a proliferative state and cycle through G 1 . The presence of an E2F-p130 complex in quiescent cells coincides with the E2F-mediated repression of transcription of the E2F1 gene, and we show that the E2F sites in the E2F1 promoter are important as cells enter quiescence but play no apparent role in cycling cells. In addition, the decay of the E2F-p130 complex as cells reenter the cell cycle requires the action of G 1 cyclin-dependent kinase activity. We conclude that the accumulation of the E2F-p130 complex in quiescent cells provides a negative control of certain key target genes and defines a functional distinction between these G 0 cells and cells that exist transiently in G 1 .The role of the E2F transcription factor in the control of cell proliferation, and as a target for the action of the retinoblastoma tumor suppressor protein (Rb) in arresting cell growth in G 1 , is now well established (27,46,59). Rb activity is regulated by phosphorylation in G 1 (7,9,19,47,49,55,56,62), through the action of the G 1 cyclin-dependent kinases (18,26,31,33,41,81). The growth-regulatory activity of Rb directly coincides with its ability to physically interact with and regulate E2F (1,3,11,28,29,39,63). Indeed, overexpression of the E2F1 product, or production of an E2F1 chimera lacking sequences recognized by Rb, is sufficient to induce S phase in quiescent cell populations (2,16,38,65,67,69). Moreover, deregulated expression of E2F1, in cooperation with an activated ras oncogene, can lead to oncogenic transformation of primary rat embryo cells (36) or an established cell line (73).The Rb gene defines one member of a family of related genes encoding proteins that share the ability to interact with and regulate E2F transcriptional activity and to suppress cell growth. The p107 and p130 proteins have considerable sequence homology with Rb (25,51,54,86,87), and each is regulated by the action of G 1 cyclin-dependent kinases (4, 78). Nevertheless, despite these similarities, it is also true that there are distinct specificities in the interaction of the Rb family of proteins with the E2F family. A number of experiments have now shown that p130 interacts with E2F in quiescent, G 0 cells and early G 1 cells that have been stimulated to proliferate whereas the p107 protein forms an E2F complex as cells enter and progress through S phase (13,17,71). The Rb interaction can be seen throughout the cell cycle although there is an increase in the complex as cells move through mid-to late G 1 that likely reflects the increased amount of E2F at this time (34). Specificities can also be seen in the nature of the proteins involved in the various interactions. The p130 and p107 proteins have been shown to bind to a specific subset of the E2F family proteins...