In mammalian cells, cell cycle withdrawal is a prerequisite for terminal differentiation. Accordingly, in most tissues, including epidermis, the expression of the cyclindependent kinase inhibitors increases during differentiation. However, the actual role of cyclin-dependent kinase inhibitors is unclear. Different aspects of epidermal growth and differentiation in ink4a ⌬2,3 -null, p21-null, and ink4a ⌬2,3 /p21-doubly deficient mice were studied. Altered differentiation and decreased age-related senescence were found in the epidermis of ink4a ⌬2,3 /p21-null mice and, to a lesser extent, in ink4a ⌬2,3 -and p21-null mice. ink4a ⌬2,3 /p21-null primary keratinocytes underwent cell cycle arrest upon calcium or transforming growth factor- treatment, but failed to differentiate. This differentiation deficiency was not observed in p21-or ink4a ⌬2,3 -deficient keratinocytes. Upon infection with a v-Ha-ras-coding retrovirus, wild-type keratinocytes displayed features indicative of premature cell senescence. In p21-or ink4a ⌬2,3 -deficient keratinocytes, only a partial response was observed. ink4a ⌬2,3 /p21-deficient keratinocytes did not display senescent features, but showed increased tumorigenic potential upon injection into nude mice. These results indicate that ink4a/ arf and cip1/waf genes cooperate to allow normal keratinocyte differentiation and that the absence of both favors malignant transformation.