Retinoblastoma protein (RB) acts as a tumor suppressor in many tissue types, by promoting cell arrest via E2F-mediated transcriptional repression. In addition to the aberrant forms of the RB gene found in different types of cancers, many viral oncoproteins including the simian virus 40 large T antigen target RB. However, cellular factors that inhibit RB function remain to be elucidated. Here, we report that RB interacts with the high mobility group protein A1 (HMGA1), a-non-histone architectural chromatin factor that is frequently overexpressed in cancer cells. HMGA1 binds the small pocket domain of RB, and competes with HDAC1. Subsequently, overexpression of HMGA1 abolishes the inhibitory effect of RB on E2F-activated transcription from the cyclin E promoter. Under serum starvation, T98G cells had been previously shown to be arrested in the G0 phase in an RB-mediated manner. The G0 phase was characterized by growth arrest and low levels of transcription, together with the hypophosphorylation of RB and the downregulation of HMGA1. In contrast, such serum-depleted G0 arrest was abrogated in T98G cells overexpressing HMGA1. T he retinoblastoma protein (RB) is known to be a key regulator of cell proliferation and arrest, and is therefore implicated in tumor suppression and cell differentiation.(1-4)The principal role of RB is in the control of the cell cycle by repressing the E2F family of transcription factors, which regulate the expression of a number of genes involved in DNA synthesis and cell cycle progression.(5,6) RB suppresses the E2F-mediated transcription of genes in the G1 to the S phase by at least two mechanisms. First, RB binds to the transcriptional activation domain of E2F, and blocks its ability to stimulate gene expression.(6) Second, the formation of the RB-E2F complex results in active repression by recruiting appropriate co-repressors that remodel chromatin to be transcriptionally inactive in the promoter region of E2F-targeted genes. These co-repressors include histone deacetylases (HDACs), (7)(8)(9)(10) histone methyltransferases, (11,12) and DNA methyltransferases. (13,14) RB also influences the accessibility of chromatin through the recruitment of ATP-dependent chromatin remodeling factors such as Brahma (BRM) and BRM-related gene (BRG). (15)(16)(17)(18) Thus, RB plays an important role in epigenetic gene regulation. The ability of RB to repress E2F-mediated transcription highly depends on the phosphorylation of RB by the cyclindependent kinases (cdk), (2,19) indicating that RB itself is governed by cell cycle machineries. In G0 and early G1 phases, RB is primarily unphosphorylated or hypophosphorylated, and becomes phosphorylated in the late G1 to S phase. Phosphorylation gradually increases throughout the S and G2/M phases. The initial phosphorylation occurs in the carboxyl terminal portion of RB by cyclin D/cdk4 and cdk6, and displaces HDACs from the pocket region of RB, (19) leading to the blockade of the repressive role of RB. Subsequently, multiple phosphorylations in the pocket region...