The ubiquitin-proteasome system regulates protein degradation in mammalian and other eukaryotic cells to affect a wide range of biological processes, including cellular proliferation and differentiation (1-3). The covalent modification of protein substrates with ubiquitin in the form of polymeric chains, with ubiquitin moieties connected through isopeptide linkage between the ⑀-amide group of lysine and the carboxyl end of glycine, is the critical prerequisite of proteasomal degradation of proteins (4).Proteasomal degradation of proteins is initiated by the concerted actions of three enzymes, E1, E2, and E3, which ubiquitinate the target protein (4 -9). The specificity of ubiquitination is largely determined by E3 ligases, which recognize the protein substrate and facilitate ubiquitin transfer from the E2 ubiquitin-conjugating enzyme onto substrate (4 -9). A single E2 enzyme can usually interact with several E3 ubiquitin ligases and thereby affect multiple targets (10). Recently, the E2 enzymes of the UbcH5 family is drawing the attention of biologists due to their perceived roles in the degradation of key regulatory molecules like IkB (11), cyclin D1 (12, 13), TP53, and MDM2 (14).The human UbcH5 family consists of three homologs: UbcH5a, UbcH5b (also known as Ubc4), and UbcH5c (also known as UbE2D3) (15-18). The detailed mechanism of the polyubiquitination of IkB␣ is shown to begin with the action of the UbcH5c E2 ubiquitin-conjugating enzyme that transfers a single ubiquitin to IkB␣ (11). Subsequently, the Cdc34 E2 functions in the formation of polyubiquitin chains (11). Whether similar modalities involving Cdc34 are operative in the degradation of cyclin D1 or TP53 is not known. Little is also known about the potential mechanisms that may regulate the levels of UbcH5c in the breast cancer cells.Cyclins modulate the cyclin-dependent kinases, which are the key cell cycle regulators (19 -24). These molecules are often regulated by ubiquitination through different mechanisms (20 -24). Binding of cyclin D1 to Cdk4 and Cdk6 leads to the phosphorylation of the retinoblastoma protein (25). Phosphorylation of retinoblastoma protein prevents it from repressing the E2F family of transcription factors and leads to the transcription of several genes required for the G 1 to S phase transition, thereby promoting cellular proliferation (25). Cyclin D1 is overexpressed in ϳ50% of breast cancers and is implicated as the cause of their increased rate of proliferation (26).One of the causes for breast cancer cell proliferation and metastasis is the overexpression of the metastasis modulator transcriptional repressor protein SLUG (27)(28)(29)(30)(31). This protein binds to the E2-box sequence of its target gene promoters and down-regulates their expression by chromatin remodeling (28,32). SLUG induces metastasis through the repression of several genes in breast and other cancer cells (28,29). We report here that SLUG indirectly elevates the levels of cyclin D1