The mammalian transcription factor E2F plays a critical role in the ex
pression of genes required for cellular proliferation. To understand h
ow E2F is regulated, we have developed a reconstituted in vitro transc
ription assay. Using this E2F-responsive assay, we can demonstrate tha
t E2F-mediated transcription can be directly repressed by the tumor su
ppressor protein pRB. This inhibition is abolished by phosphorylation
of pRB with either cyclin A/cdk2 or cyclin E/cdk2. However, these cycl
in/kinase complexes exhibit differences in the ability to phosphorylat
e E2F. Only cyclin A/cdk2 can phosphorylate E2F effectively, and this
phosphorylation abolishes its ability to bind DNA and mediate trans-ac
tivation. Thus, this in vitro transcriptional assay allows activation
and inactivation of E2F transcription, and our findings demonstrate ho
w transcriptional regulation of E2F can be linked to cell cycle-depend
ent activation of kinases.