The retinoblastoma susceptibility gene product, Rb, is suspected to suppress cell growth. Rb is a 110-114 kd nuclear phosphoprotein. We have previously demonstrated that SV40 T antigen binds only to unphosphorylated Rb, and not pp112-114Rb, the family of phosphorylated Rb. Here we demonstrate the cell cycle-dependent phosphorylation of Rb. In G0/G1 cells, virtually all the Rb is unphosphorylated. In contrast, during S and G2, it is largely, if not exclusively, phosphorylated. Rb phosphorylation occurs at the G1/S boundary in several cell types tested. A 14 residue peptide, corresponding to the SV40 T domain required for transformation, is able to compete effectively with SV40 T for binding to p110Rb. We propose a model to explain how Rb may suppress cell growth by acting as a cell cycle regulatory element.