The E2F family of transcription factors play a key role in G1-S progression. A dominant negative mutant (E2F97) of E2F1 containing the DNA binding domain of E2F1 under the control of a tetracycline-responsive promoter was constructed. Stable transfectants were produced in the pRb-lacking SaOS-2 cell line and SV40-transformed VA-13 cell line, respectively. Induction of E2F97 by tetracycline withdrawal resulted in strong inhibition of the E2F transcriptional activity and a decreased percentage of cells in S-phase. To understand the mechanism(s) by which E2F97 exerts its effect on the cell cycle, the effect of E2F97 on expression of various cell cycle proteins was examined. Upon induction of E2F97, a significant decrease in the levels of both dihydrofolate reductase and thymidylate synthase was observed in transfectants derived from both cell lines. Induction of E2F97 also led to a decrease in cyclin A and D1 protein levels. Regulation of cyclin A by E2F97 occurred at the transcriptional level. In addition, in VA13 cells, induction of E2F97 resulted in down-regulation of the tumor suppressor protein p53. These data suggest that E2F regulates both G1 and S-phase cyclins and that there may be a potential positive feedback regulatory loop between E2F and cyclin D1.