Transcription of the human cdc2 gene is cell cycle regulated and restricted to proliferating cells. Nuclear run-on assays show that cdc2 transcription is high in S and G2 phases of the cell cycle but low in G1. To investigate transcriptional control further, genomic clones of the human cdc2 gene containing 5' flanking sequences were isolated and shown to function as a growth regulated promoter in vivo when fused to a CAT reporter gene. In primary human fibroblasts, the human cdc2 promoter is negatively regulated by arrest of cell growth in a similar fashion to the endogenous gene. This requires specific 5' flanking upstream negative control (UNC) sequences which mediate repression. The retinoblastoma susceptibility gene product (Rb) specifically represses cdc2 transcription in cycling cells via 136 bp of 5' flanking sequence located between -245 and -109 within the UNC region. E2F binding sites in this region were shown to be essential for optimal repression. A model is proposed where Rb negatively regulates the cdc2 promoter in non-cycling and cycling G1 cells.