The transcription factor nuclear factor-KB (NF-KB) regulates cell survival pathways, but the molecular mechanisms involved are not completely understood. Here, we developed a NF-KB reporter cell system derived from CEM T leukemic cells to monitor the consequences of NF-KB activation following DNA damage insults. Cells that activated NF-KB in response to ionizing radiation or etoposide arrested in the G 2 -M phase for a prolonged time, which was followed by increased cell cycle reentry and survival. In contrast, those that failed to activate NF-KB underwent transient G 2 -M arrest and extensive cell death. Importantly, p21waf1/cip1 was induced in S-G 2 -M phases in a NF-KB-dependent manner, and RNA interference of this cell cycle regulator reduced the observed NF-KB-dependent phenotypes. Thus, cell cycle -coupled induction of p21 waf1/cip1 by NF-KB represents a resistance mechanism in certain cancer cells. (Mol Cancer Res 2005;3(6):345 -53)